Summary of Reconciliation of the Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Cash Flows from the Prior Periods to the Restated Amounts |
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
September 30, 2020 and December 31, 2019. The Statements
of Shareholders’ Equity for the three and nine month period
ended September 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 Statement of
Operations reconciliation tables below for additional information
on the restatement and impact to net (loss) income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
974,317 |
|
|
$ |
— |
|
|
$ |
974,317 |
|
Prepaid expenses
|
|
|
47,084 |
|
|
|
— |
|
|
|
47,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,021,401 |
|
|
|
— |
|
|
|
1,021,401 |
|
Investments held in Trust Account
|
|
|
293,255,540 |
|
|
|
— |
|
|
|
293,255,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
294,276,941 |
|
|
$ |
— |
|
|
$ |
294,276,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
371,225 |
|
|
$ |
— |
|
|
$ |
371,225 |
|
Accrued expenses
|
|
|
414,571 |
|
|
|
— |
|
|
|
414,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
785,796 |
|
|
|
— |
|
|
|
785,796 |
|
Warrant liability
|
|
|
— |
|
|
|
21,096,250 |
(a) |
|
|
21,096,250 |
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,973,296 |
|
|
|
21,096,250 |
|
|
|
31,069,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to
possible redemption at $10.00 per share at September 30,
2020
|
|
|
279,303,640 |
|
|
|
8,196,360 |
(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 September 30,
2020
|
|
|
801 |
|
|
|
(82 |
)(a) |
|
|
719 |
|
Additional paid-in capital
|
|
|
895,230 |
|
|
|
(895,230 |
)(a) |
|
|
— |
|
Retained earnings / (Accumulated deficit)
|
|
|
4,103,974 |
|
|
|
(28,397,298 |
)(a) |
|
|
(24,293,324 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,005 |
|
|
|
(29,292,610 |
) |
|
|
(24,292,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
294,276,941 |
|
|
$ |
—
|
|
|
$ |
294,276,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 nine month
periods ended September 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
September 30, 2020 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
General and administrative expenses
|
|
$ |
1,058,292 |
|
|
$ |
— |
|
|
$ |
1,058,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,058,292 |
) |
|
|
— |
|
|
|
(1,058,292 |
) |
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
(1,106,250 |
)(a) |
|
|
(1,106,250 |
) |
Loss on marketable securities, dividends and interest held in Trust
Account
|
|
|
86,803 |
|
|
|
— |
|
|
|
86,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(971,489
|
) |
|
$ |
(1,106,250
|
) |
|
$ |
(2,077,739
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
— |
|
|
$ |
(0.06 |
)(a) |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
(0.15 |
) |
|
$ |
0.09 |
(a) |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
September 30, 2019 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
General and administrative expenses
|
|
$ |
111,750 |
|
|
$ |
— |
|
|
$ |
111,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(111,750 |
) |
|
|
— |
|
|
|
(111,750 |
) |
Issuance costs allocated to the public warrants
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
(951,250 |
)(a) |
|
|
(951,250 |
) |
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,561,854 |
|
|
|
— |
|
|
|
1,561,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
1,450,104
|
|
|
$ |
(951,250
|
) |
|
$ |
498,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
0.05 |
|
|
$ |
(0.03 |
)(a) |
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
) |
|
$ |
(0.01 |
)(a) |
|
$ |
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
September 30, 2020 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
General and administrative expenses
|
|
$ |
1,321,473 |
|
|
$ |
— |
|
|
$ |
1,321,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,321,473 |
) |
|
|
— |
|
|
|
(1,321,473 |
) |
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
(2,278,750 |
)(a) |
|
|
(2,278,750 |
) |
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,201,382 |
|
|
|
— |
|
|
|
1,201,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(120,091
|
) |
|
$ |
(2,278,750
|
) |
|
$ |
(2,398,841
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
$ |
(0.10 |
)(a) |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
(0.18 |
) |
|
$ |
0.08 |
(a) |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
September 30, 2019 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
General and administrative expenses
|
|
$ |
245,980 |
|
|
$ |
— |
|
|
$ |
245,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(245,980 |
) |
|
|
— |
|
|
|
(245,980 |
) |
Issuance costs allocated to the public warrants
|
|
|
— |
|
|
|
(648,239 |
)(a) |
|
|
(648,239 |
) |
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
2,666,250 |
(a) |
|
|
2,666,250 |
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
3,322,448 |
|
|
|
— |
|
|
|
3,322,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3,076,468
|
|
|
$ |
2,018,011
|
|
|
$ |
5,094,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
0.12 |
|
|
$ |
0.23 |
(a) |
|
$ |
0.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
(0.03 |
) |
|
$ |
(0.67 |
)(a) |
|
$ |
(0.70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables contain the restatement of previously reported
unaudited Statements of Cash Flows for the three and nine month
periods ended September 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
September 30, 2020 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(120,091 |
) |
|
$ |
(2,278,750 |
)(a) |
|
$ |
(2,398,841 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
(1,201,382 |
) |
|
|
— |
|
|
|
(1,201,382 |
) |
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
2,278,750 |
(a) |
|
|
2,278,750 |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
15,654 |
|
|
|
— |
|
|
|
15,654 |
|
Accounts payable
|
|
|
284,630 |
|
|
|
— |
|
|
|
284,630 |
|
Accrued expenses
|
|
|
405,711 |
|
|
|
— |
|
|
|
405,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(615,478 |
) |
|
|
— |
|
|
|
(615,478 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(615,478 |
) |
|
|
— |
|
|
|
(615,478 |
) |
Cash - beginning of period
|
|
|
1,589,795 |
|
|
|
— |
|
|
|
1,589,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of period
|
|
$ |
974,317
|
|
|
$ |
—
|
|
|
$ |
974,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of ordinary shares subject to possible redemption
|
|
$ |
(120,090 |
) |
|
$ |
120,090 |
(a) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended
September 30, 2019 |
|
|
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3,076,468 |
|
|
$ |
2,018,011 |
(a) |
|
$ |
5,094,479 |
|
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
|
|
|
(3,322,448 |
) |
|
|
— |
|
|
|
(3,322,448 |
) |
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
(2,666,250 |
)(a) |
|
|
(2,666,250 |
) |
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(101,988 |
) |
|
|
— |
|
|
|
(101,988 |
) |
Accounts payable
|
|
|
79,620 |
|
|
|
— |
|
|
|
79,620 |
|
Accrued expenses
|
|
|
(87,694 |
) |
|
|
— |
|
|
|
(87,694 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(353,836 |
) |
|
|
(648,239 |
) |
|
|
(1,002,075 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
1,593,729 |
|
|
|
— |
|
|
|
1,593,729 |
|
Cash - beginning of period
|
|
|
25,000 |
|
|
|
— |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of period
|
|
$ |
1,618,729
|
|
|
$ |
—
|
|
|
$ |
1,618,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
278,273,440 |
|
|
$ |
(251,483,850 |
)(a) |
|
$ |
26,789,590 |
|
Deferred underwritting 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.
|
|