Restatement of Previously Issued Financial Statements |
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private 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 offer or exchange offer made to and accepted by holders of more than
50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).
On April 12, 2021, the staff of the Division of Corporation Finance 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 November 5, 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 Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 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 a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC because the holder of the instrument is not an input into the pricing of a option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC 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 as well as re-evaluate the treatment of the warrants (including on May 5, 2020, June 30, 2020, September 30, 2020, and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investments held in the trust account.
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As Previously Reported |
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Adjustments |
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As Restated |
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Balance sheet as of May 5, 2020 (audited) |
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$ |
— |
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|
$ |
15,521,438 |
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$ |
15,521,438 |
|
Class A Common Stock Subject to Possible Redemption |
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|
140,786,390 |
|
|
|
(15,521,438 |
) |
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125,264,952 |
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|
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118 |
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|
|
155 |
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|
|
273 |
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Additional Paid-in Capital |
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5,000,764 |
|
|
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2,365,738 |
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7,366,502 |
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(1,310 |
) |
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(2,365,893 |
) |
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(2,367,203 |
) |
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5,000,003 |
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|
|
— |
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5,000,003 |
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Common Stock Subject to Possible Redemption |
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14,078,639 |
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(1,552,144 |
) |
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12,526,495 |
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Balance sheet as of June 30, 2020 |
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$ |
— |
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$ |
8,609,063 |
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$ |
8,609,063 |
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Class A Common Stock Subject to Possible Redemption |
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140,523,230 |
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(8,609,063 |
) |
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131,914,167 |
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121 |
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|
86 |
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|
207 |
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Additional Paid-in Capital |
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5,263,977 |
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(4,546,568 |
) |
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717,409 |
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(Accumulated Deficit) Retained Earnings |
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(264,465 |
) |
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4,546,482 |
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4,282,017 |
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5,000,008 |
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— |
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5,000,008 |
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Common Stock Subject to Possible Redemption |
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14,052,323 |
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(860,906 |
) |
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13,191,417 |
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Balance sheet as of September 30, 2020 |
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$ |
— |
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$ |
7,363,688 |
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$ |
7,363,688 |
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Class A Common Stock Subject to Possible Redemption |
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140,191,390 |
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(7,363,688 |
) |
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132,827,702 |
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124 |
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74 |
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|
198 |
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Additional Paid-in Capital |
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5,595,814 |
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(5,595,814 |
) |
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— |
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(Accumulated Deficit) Retained Earnings |
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(596,312 |
) |
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5,595,740 |
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4,999,428 |
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5,000,001 |
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— |
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5,000,001 |
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Common Stock Subject to Possible Redemption |
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14,019,139 |
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(736,369 |
) |
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13,282,770 |
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Balance sheet as of December 31, 2020 (audited) |
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$ |
— |
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$ |
41,975,813 |
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$ |
41,975,813 |
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Class A Common Stock Subject to Possible Redemption |
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139,752,810 |
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(41,975,810 |
) |
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97,777,000 |
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129 |
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420 |
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549 |
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Additional Paid-in Capital |
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6,034,389 |
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28,819,845 |
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34,854,235 |
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(1,034,883 |
) |
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(28,820,268 |
) |
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(29,855,151 |
) |
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5,000,010 |
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(3 |
) |
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5,000,007 |
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Common Stock Subject to Possible Redemption |
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13,975,281 |
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(4,197,581 |
) |
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9,777,700 |
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Statement of Operations for the Six Months Ended June 30, 2020 (audited) |
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Change in fair value of warrant liability |
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$ |
— |
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$ |
6,912,375 |
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$ |
6,912,375 |
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Transaction costs associated with Initial Public Offering |
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— |
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(700,705 |
) |
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(700,705 |
) |
Compensation expense related to warrant liabilities |
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— |
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(1,665,188 |
) |
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(1,665,188 |
) |
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(264,117 |
) |
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4,546,482 |
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4,282,365 |
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Weighted average shares outstanding, Common Stock |
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4,114,265 |
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292,500 |
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4,406,765 |
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Basic and diluted net loss per share, Common Stock |
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(0.06 |
) |
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1.03 |
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0.97 |
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Statement of Operations for the Nine Months Ended September 30, 2020 (audited) |
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Change in fair value of warrant liability |
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$ |
— |
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$ |
8,157,750 |
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$ |
8,157,750 |
|
Transaction costs associated with Initial Public Offering |
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— |
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(700,705 |
) |
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(700,705 |
) |
Compensation expense related to warrant liabilities |
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— |
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(1,665,188 |
) |
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(1,665,188 |
) |
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(595,964 |
) |
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5,791,857 |
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5,195,893 |
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Weighted average shares outstanding, Common Stock |
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4,398,294 |
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483,351 |
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4,881,645 |
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Basic and diluted net loss per share, Common Stock |
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(0.14 |
) |
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1.20 |
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|
1.06 |
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Statement of Operations for the Year Ended December 31, 2020 (audited) |
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Change in fair value of warrant liability |
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$ |
— |
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$ |
(26,454,375 |
) |
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$ |
(26,454,375 |
) |
Transaction costs associated with Initial Public Offering |
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— |
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(700,705 |
) |
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(700,705 |
) |
Compensation expense related to warrant liabilities |
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— |
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(1,665,188 |
) |
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(1,665,188 |
) |
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(1,034,535 |
) |
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(28,820,268 |
) |
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(29,854,803 |
) |
Weighted average shares outstanding, Class A Common Stock subject to possible redemption |
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14,045,743 |
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(834,101 |
) |
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13,211,642 |
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Basic and diluted net income per share, Class A Common Stock subject to possible redemption |
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0.00 |
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— |
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|
0.00 |
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Weighted average shares outstanding, Common Stock |
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4,547,874 |
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|
546,951 |
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5,094,825 |
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Basic and diluted net loss per share, Common Stock |
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(0.23 |
) |
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(5.63 |
) |
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(5.86 |
) |
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Cash Flow Statement for the Six Months Ended June 30, 2020 (audited) |
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$ |
(264,117 |
) |
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$ |
4,546,482 |
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$ |
4,282,365 |
|
Change in fair value of warrant liability |
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|
— |
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(6,912,375 |
) |
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|
(6,912,375 |
) |
Transaction costs associated with Initial Public Offering |
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|
— |
|
|
|
700,705 |
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|
|
700,705 |
|
Compensation expense related to warrant liabilities |
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|
— |
|
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|
1,665,188 |
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|
1,665,188 |
|
Initial classification of Class A Common Stock subject to possible redemption |
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|
140,786,390 |
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(9,506,250 |
) |
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131,280,140 |
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Change in value of Class A Common Stock subject to possible redemption |
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(263,160 |
) |
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|
897,187 |
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|
634,027 |
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Cash Flow Statement for the Nine Months Ended September 30, 2020 (audited) |
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$ |
(595,964 |
) |
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$ |
5,791,857 |
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$ |
5,195,893 |
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Change in fair value of warrant liability |
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|
— |
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(8,157,750 |
) |
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|
(8,157,750 |
) |
Transaction costs associated with Initial Public Offering |
|
|
— |
|
|
|
700,705 |
|
|
|
700,705 |
|
Compensation expense related to warrant liabilities |
|
|
— |
|
|
|
1,665,188 |
|
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|
1,665,188 |
|
Initial classification of Class A Common Stock subject to possible redemption |
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|
140,786,390 |
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|
|
(9,506,250 |
) |
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131,280,140 |
|
Change in value of Class A Common Stock subject to possible redemption |
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(595,000 |
) |
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2,142,562 |
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1,547,562 |
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Cash Flow Statement for the Year Ended December 31, 2020 (audited) |
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$ |
(1,034,535 |
) |
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$ |
(28,820,268 |
) |
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$ |
(29,854,803 |
) |
Change in fair value of warrant liability |
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|
— |
|
|
|
26,454,375 |
|
|
|
26,454,375 |
|
Transaction costs associated with Initial Public Offering |
|
|
— |
|
|
|
700,705 |
|
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|
700,705 |
|
Compensation expense related to warrant liabilities |
|
|
— |
|
|
|
1,665,188 |
|
|
|
1,665,188 |
|
Initial classification of Class A Common Stock subject to possible redemption |
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|
140,786,390 |
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|
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(9,506,250 |
) |
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|
131,280,140 |
|
Change in value of Class A Common Stock subject to possible redemption |
|
|
(1,033,580 |
) |
|
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(32,469,560 |
) |
|
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(33,503,140 |
) |
|