| Restatement of Previously Issued Financial Statements |
Note 8—Restatement of Previously Issued Financial
Statements
The Company has restated previously issued financial statements
after considering newly released guidance by the SEC regarding the
accounting and reporting for warrants.
On April 12, 2021, the Staff of the Securities and Exchange
Commission 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”). The errors that caused the Company to conclude
that its financial statements should be restated are the result of
a misapplication of the guidance on accounting for certain of its
issued warrants, which came to light when the SEC issued the SEC
Statement. The SEC Statement addresses certain accounting and
reporting considerations related to warrants of a kind similar to
those issued by the Company at the time of its initial public
offering on April 8, 2021. Based on ASC
815-40 warrant instruments that do not meet the
criteria to be considered indexed to an entity’s own stock
shall be initially classified as liabilities at their estimated
fair values. In periods subsequent to issuance, changes in the
estimated fair value of the derivative instruments should be
reported in the Statements of Operations. Refer to Note 6 -
Shareholders’ Equity for further detail on the Warrants.
The Company’s management and the audit committee of the
Company’s Board of Directors concluded that it is appropriate
to restate (i) the Company’s previously issued audited
financial statements as of December 31, 2019, as previously
reported in its Form 10-K and (ii) quarterly unaudited financial
statements for the quarterly periods ended June 30, 2019, September
30, 2019, March 31, 2020, June 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.
In addition, management has identified errors made in the
historical financial statements related to its shareholders’
equity where on the date of issuance of the units; Replay
improperly allocated the net proceeds among the ordinary shares
subject to possible redemption and public warrants. Additionally,
due to the redemption features tied to the ordinary shares subject
to possible redemption, such shares will be redeemed or become
redeemable. As a result, Replay should have remeasured the ordinary
shares subject to possible redemption to their redemption amount
(i.e., $10.00 per share) immediately as if the end of the first
reporting period (June 30, 2019) after the IPO was the redemption
date. Management has also noted a reclassifications error related
to temporary equity and permanent equity.
The following presents the restated financial statements as of June
30, 2020 and December 31, 2019, as well as the statements for the
three and six month period ended June 30, 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 as of
June 30, 2020 and December 31, 2019. The Statements of
Shareholders’ Equity for the three and six month period ended
June 30, 2020 and 2019 have been restated respectively, for the
restatement impact to net (loss) income and common stock subject to
possible redemption. See the Statements of Operations
reconciliation tables below for additional information on the
restatement and impact to net (loss) income.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
June 30, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,261,642 |
|
|
$ |
— |
|
|
$ |
1,261,642 |
|
|
Prepaid expenses
|
|
|
83,333 |
|
|
|
— |
|
|
|
83,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,344,975 |
|
|
|
— |
|
|
|
1,344,975 |
|
|
Investments held in Trust Account
|
|
|
293,168,737 |
|
|
|
— |
|
|
|
293,168,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
294,513,712
|
|
|
$ |
—
|
|
|
$ |
294,513,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
26,078 |
|
|
$ |
— |
|
|
$ |
26,078 |
|
|
Accrued expenses
|
|
|
25,000 |
|
|
|
— |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
51,078 |
|
|
|
— |
|
|
|
51,078 |
|
|
Warrant liability
|
|
|
— |
|
|
|
19,990,000 |
(a) |
|
|
19,990,000 |
|
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,238,578
|
|
|
|
19,990,000
|
|
|
|
29,228,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to
possible redemption at $10.00 per share at June 30, 2020
|
|
|
280,275,130 |
|
|
|
7,224,870 |
(a) |
|
|
287,500,000 |
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, $0.0001 par value; 2,000,000 shares authorized;
none issued and outstanding
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized;
7,187,500 shares issued and outstanding (excluding 28,750,000
shares subject to possible redemption) at $10.00 per share at
June 30, 2020
|
|
|
791 |
|
|
|
(72 |
) (a) |
|
|
719 |
|
|
Additional paid-in capital
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Retained earnings / (Accumulated deficit)
|
|
|
4,999,213 |
|
|
|
(27,214,798 |
) (a) |
|
|
(22,215,585 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,004 |
|
|
|
(27,214,870 |
) |
|
|
(22,214,866 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
294,513,712
|
|
|
$ |
—
|
|
|
$ |
294,513,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,589,795 |
|
|
$ |
— |
|
|
$ |
1,589,795 |
|
|
Prepaid expenses
|
|
|
62,738 |
|
|
|
— |
|
|
|
62,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,652,533 |
|
|
|
— |
|
|
|
1,652,533 |
|
|
Investments held in Trust Account
|
|
|
292,054,158 |
|
|
|
— |
|
|
|
292,054,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
293,706,691
|
|
|
$ |
—
|
|
|
$ |
293,706,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
86,595 |
|
|
$ |
— |
|
|
$ |
86,595 |
|
|
Accrued expenses
|
|
|
8,860 |
|
|
|
— |
|
|
|
8,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
95,455 |
|
|
|
— |
|
|
|
95,455 |
|
|
Warrant liability
|
|
|
— |
|
|
|
18,817,500 |
(a) |
|
|
18,817,500 |
|
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,282,955
|
|
|
|
18,817,500
|
|
|
|
28,100,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to
possible redemption at $10.00 per share at December 31,
2019
|
|
|
279,423,730 |
|
|
|
8,076,270 |
(a) |
|
|
287,500,000 |
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, $0.0001 par value; 2,000,000 shares authorized;
none issued and outstanding
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized;
7,187,500 shares issued and outstanding (excluding 28,750,000 and
shares subject to possible redemption) at $10.00 per share at
December 31, 2019
|
|
|
800 |
|
|
|
(81 |
) (a) |
|
|
719 |
|
|
Additional paid-in capital
|
|
|
775,141 |
|
|
|
(775,141 |
) (a) |
|
|
— |
|
|
Retained earnings / (Accumulated deficit)
|
|
|
4,224,065 |
|
|
|
(26,118,548 |
) (a) |
|
|
(21,894,483 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,006 |
|
|
|
(26,893,770 |
) |
|
|
(21,893,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
293,706,691
|
|
|
$ |
—
|
|
|
$ |
293,706,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables contain the restatement of previously reported
unaudited Statements of Operations for the three and six month
periods ended June 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the three months ended
June 30, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
96,052 |
|
|
$ |
— |
|
|
$ |
96,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(96,052 |
) |
|
|
— |
|
|
|
(96,052 |
) |
|
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
(6,936,250 |
) (a) |
|
|
(6,936,250 |
) |
|
Loss on marketable securities, dividends and interest held in Trust
Account
|
|
|
(14,168 |
) |
|
|
— |
|
|
|
(14,168 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(110,220
|
) |
|
$ |
(6,936,250
|
) |
|
$ |
(7,046,470
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Public
Shares
|
|
|
28,750,000 |
|
|
|
— |
|
|
|
28,750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share, Public Shares
|
|
$ |
— |
|
|
$ |
(0.20 |
) (a) |
|
$ |
(0.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Founder
Shares
|
|
|
7,187,500 |
|
|
|
— |
|
|
|
7,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share, Founder Shares
|
|
$ |
(0.01 |
) |
|
$ |
(0.19 |
) (a) |
|
$ |
(0.20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the three months ended
June 30, 2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
120,491 |
|
|
$ |
— |
|
|
$ |
120,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(120,491 |
) |
|
|
— |
|
|
|
(120,491 |
) |
|
Issuance costs allocated to the public warrants
|
|
|
— |
|
|
|
(648,239 |
) (a) |
|
|
(648,239 |
) |
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
3,617,500 |
(a) |
|
|
3,617,500 |
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,760,594 |
|
|
|
— |
|
|
|
1,760,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1,640,103
|
|
|
$ |
2,969,261
|
|
|
$ |
4,609,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Public
Shares
|
|
|
28,750,000 |
|
|
|
— |
|
|
|
28,750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income per share, Public Shares
|
|
$ |
0.06 |
|
|
$ |
0.27 |
(a) |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Founder
Shares
|
|
|
7,187,500 |
|
|
|
— |
|
|
|
7,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share, Founder Shares
|
|
$ |
(0.02 |
) |
|
$ |
(0.65 |
) (a) |
|
$ |
(0.67 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the six months ended
June 30, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
263,181 |
|
|
$ |
— |
|
|
$ |
263,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(263,181 |
) |
|
|
— |
|
|
|
(263,181 |
) |
|
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
(1,172,500 |
) (a) |
|
|
(1,172,500 |
) |
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,114,579 |
|
|
|
— |
|
|
|
1,114,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
851,398
|
|
|
$ |
(1,172,500
|
) |
|
$ |
(321,102
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Public
Shares
|
|
|
28,750,000 |
|
|
|
— |
|
|
|
28,750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per share, Public
Shares
|
|
$ |
0.04 |
|
|
$ |
(0.04 |
) (a) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Founder
Shares
|
|
|
7,187,500 |
|
|
|
— |
|
|
|
7,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share, Founder Shares
|
|
$ |
(0.04 |
) |
|
$ |
— |
(a) |
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the six months ended
June 30, 2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
134,230 |
|
|
$ |
— |
|
|
$ |
134,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(134,230 |
) |
|
|
— |
|
|
|
(134,230 |
) |
|
Issuance costs allocated to the public warrants
|
|
|
— |
|
|
|
(648,239 |
) (a) |
|
|
(648,239 |
) |
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
3,617,500 |
(a) |
|
|
3,617,500 |
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,760,594 |
|
|
|
— |
|
|
|
1,760,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1,626,364
|
|
|
$ |
2,969,261
|
|
|
$ |
4,595,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Public
Shares
|
|
|
28,750,000 |
|
|
|
— |
|
|
|
28,750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income per share, Public Shares
|
|
$ |
0.06 |
|
|
$ |
0.27 |
(a) |
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Founder
Shares
|
|
|
7,187,500 |
|
|
|
— |
|
|
|
7,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share, Founder Shares
|
|
$ |
(0.02 |
) |
|
$ |
(0.65 |
) (a) |
|
$ |
(0.67 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables contain the restatement of previously reported
unaudited Statements of Cash Flows for the three and six month
periods ended June 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the six months ended
June 30, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
851,398 |
|
|
$ |
(1,172,500 |
) (a) |
|
$ |
(321,102 |
) |
|
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
|
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
(1,114,579 |
) |
|
|
— |
|
|
|
(1,114,579 |
) |
|
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
1,172,500 |
(a) |
|
|
1,172,500 |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(20,595 |
) |
|
|
— |
|
|
|
(20,595 |
) |
|
Accounts payable
|
|
|
(60,517 |
) |
|
|
— |
|
|
|
(60,517 |
) |
|
Accrued expenses
|
|
|
16,140 |
|
|
|
— |
|
|
|
16,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(328,153 |
)
|
|
|
— |
|
|
|
(328,153 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(328,153 |
) |
|
|
— |
|
|
|
(328,153 |
) |
|
Cash - beginning of period
|
|
|
1,589,795 |
|
|
|
— |
|
|
|
1,589,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of period
|
|
$ |
1,261,642 |
|
|
$ |
—
|
|
|
$ |
1,261,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of ordinary shares subject to possible redemption
|
|
$ |
851,400 |
|
|
$ |
(851,400 |
) (a) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the six months ended
June 30, 2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1,626,364 |
|
|
$ |
2,969,261 |
(a) |
|
$ |
4,595,625 |
|
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
General and administrative expenses paid by related party
|
|
|
2,206 |
|
|
|
— |
|
|
|
2,206 |
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
(1,760,594 |
) |
|
|
— |
|
|
|
(1,760,594 |
) |
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
(3,617,500 |
) (a) |
|
|
(3,617,500 |
) |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(138,629 |
) |
|
|
— |
|
|
|
(138,629 |
) |
|
Accrued expenses
|
|
|
82,575 |
|
|
|
— |
|
|
|
82,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(188,078 |
)
|
|
|
(648,239 |
)
|
|
|
(836,317 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash deposited in Trust Account
|
|
|
(287,500,000 |
) |
|
|
— |
|
|
|
(287,500,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(287,500,000 |
)
|
|
|
—
|
|
|
|
(287,500,000 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable to related party
|
|
|
250,000 |
|
|
|
— |
|
|
|
250,000 |
|
|
Repayment of note payable and advances from related party
|
|
|
(252,206 |
) |
|
|
— |
|
|
|
(252,206 |
) |
|
Proceeds received from initial public offering
|
|
|
287,500,000 |
|
|
|
— |
|
|
|
287,500,000 |
|
|
Proceeds from private placement
|
|
|
7,750,000 |
|
|
|
— |
|
|
|
7,750,000 |
|
|
Offering costs paid
|
|
|
(5,800,229 |
) |
|
|
648,239 |
(a) |
|
|
(5,151,990 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
289,447,565 |
|
|
|
648,239 |
|
|
|
290,095,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
1,759,487 |
|
|
|
— |
|
|
|
1,759,487 |
|
|
Cash - beginning of period
|
|
|
25,000 |
|
|
|
— |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of period
|
|
$ |
1,784,487
|
|
|
$ |
—
|
|
|
$ |
1,784,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs included in accrued expenses
|
|
$ |
85,000 |
|
|
$ |
— |
|
|
$ |
85,000 |
|
|
Offering costs included in accounts payable
|
|
$ |
2,600 |
|
|
$ |
— |
|
|
$ |
2,600 |
|
|
Remeasurement of ordinary shares subject to possible redemption
|
|
$ |
276,823,340 |
|
|
$ |
(250,033,750 |
) (a) |
|
$ |
26,789,590 |
|
|
Deferred underwriting commissions
|
|
$ |
— |
|
|
$ |
9,187,500 |
(a) |
|
$ |
9,187,500 |
|
| (a) |
The Restatement Adjustments reflect the entries to
record the initial liability for the Public and Private Warrants
issued as part of Replay’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 initial fair value of the Public and Private
Warrants of $19.3 million was recorded in April 2019 as a
warrant liability with an offset to
additional paid-in capital. In
addition, the initial adjusting entry was also to expense
approximately $648 thousand of costs directly associated with
the issuance of the Public Warrants. The proceeds received from the
sale of private warrants in excess of their fair value of $775
thousand was recognized as additional paid-in capital. For each
subsequent quarter end, starting with June 30, 2019, the
liability was revalued and the change in fair value reflected in
“Gain/loss on revaluation of warrant liability” in the
Statements of Operations. The Restatement Adjustment also reflect
the impact of the remeasurement as of June 30, 2019 of the
redeemable shares classified in temporary equity to align with the
expected redemption amount of $287.5 million, the impact of
the remeasurement of approximately $26.8 million was
recognized as increase to the temporary equity balance with the
offset to additional paid in capital and accumulated deficit.
Additionally, the redemption amount was increased by the gains on
marketable securities, dividends and interest held in the trust
account, which is also subject to redemption by the ordinary
shareholders. Lastly, the earning per share for both the Public and
Founder shares was adjusted to account for the measurement
adjustment to the temporary equity in accordance with the two
classes of shares method and the guidance in
ASC 480-10-S99-3A.
|
|