| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
NOTE 8. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
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 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, 2019. Based on ASC 815-40, Contracts on an
Entity’s Own Equity, 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 Statement 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, 2020 and
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 and September 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 of the end of the first
reporting period after the IPO (June 30, 2019) were the redemption
date. Management also noted a reclassifications error related to
temporary equity and permanent equity.
The following presents the restated financial statements as of
December 31, 2020 and 2019, as well as the statements for the
three month period ended March 30, 2020, the three and six
month periods ended June 30, 2020 and 2019 and the three and
nine month periods ended September 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
December 31, 2020 and 2019. The Statements of
Shareholders’ Equity for the years ended December 31,
2020 and 2019 have been restated, 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 adjustments and impact to
net (loss) income.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
849,909 |
|
|
$ |
— |
|
|
$ |
849,909 |
|
|
Prepaid expenses
|
|
|
10,833 |
|
|
|
— |
|
|
|
10,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
860,742 |
|
|
|
— |
|
|
|
860,742 |
|
|
Investments held in Trust Account
|
|
|
293,315,407 |
|
|
|
— |
|
|
|
293,315,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
294,176,149 |
|
|
|
— |
|
|
|
294,176,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
916,939 |
|
|
|
— |
|
|
|
916,939 |
|
|
Accrued expenses
|
|
|
779,411 |
|
|
|
— |
|
|
|
779,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,696,350 |
|
|
|
— |
|
|
|
1,696,350 |
|
|
Warrant liability
|
|
|
— |
|
|
|
35,351,250 |
(a) |
|
|
35,351,250 |
|
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
10,883,850 |
|
|
|
35,351,250 |
|
|
|
46,235,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
2020
|
|
|
278,292,290 |
|
|
|
9,207,710 |
(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 December 31,
2020
|
|
|
811 |
|
|
|
(92 |
)(a) |
|
|
719 |
|
|
Additional paid-in
capital
|
|
|
1,906,570 |
|
|
|
(1,906,570 |
)(a) |
|
|
— |
|
|
Retained earnings / (Accumulated deficit)
|
|
|
3,092,628 |
|
|
|
(42,652,298 |
)(a) |
|
|
(39,559,670 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,009 |
|
|
|
(44,558,960 |
) |
|
|
(39,558,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
294,176,149 |
|
|
$ |
— |
|
|
$ |
294,176,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended December 31,
2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
2,392,686 |
|
|
$ |
— |
|
|
$ |
2,392,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(2,392,686 |
) |
|
|
— |
|
|
|
(2,392,686 |
) |
|
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
(16,533,750 |
)(a) |
|
|
(16,533,750 |
) |
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,261,249 |
|
|
|
— |
|
|
|
1,261,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(1,131,437 |
) |
|
$ |
(16,533,750 |
) |
|
$ |
(17,665,187 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
$ |
(0.52 |
)(a) |
|
$ |
(0.48 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
(0.33 |
) |
|
$ |
(0.20 |
)(a) |
|
$ |
(0.53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended December 31,
2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
327,399 |
|
|
$ |
— |
|
|
$ |
327,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(327,399 |
) |
|
|
— |
|
|
|
(327,399 |
) |
|
Issuance costs allocated to Public Warrants
|
|
|
— |
|
|
|
(648,239 |
)(a) |
|
|
(648,239 |
) |
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
520,000 |
(a) |
|
|
520,000 |
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
4,554,158 |
|
|
|
— |
|
|
|
4,554,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
4,226,759 |
|
|
$ |
(128,239 |
) |
|
$ |
4,098,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
0.16 |
|
|
$ |
0.17 |
(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
|
|
$ |
(0.05 |
) |
|
$ |
(0.71 |
)(a) |
|
$ |
(0.76 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended December 31,
2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(1,131,437 |
) |
|
$ |
(16,533,750 |
)(a) |
|
$ |
(17,665,187 |
) |
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
(1,261,249 |
) |
|
|
— |
|
|
|
(1,261,249 |
) |
|
Loss on revaluation of warrant liability
|
|
|
— |
|
|
|
16,533,750 |
(a) |
|
|
16,533,750 |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
51,905 |
|
|
|
— |
|
|
|
51,905 |
|
|
Accounts payable
|
|
|
830,344 |
|
|
|
— |
|
|
|
830,344 |
|
|
Accrued expenses
|
|
|
770,551 |
|
|
|
— |
|
|
|
770,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(739,886 |
) |
|
|
— |
|
|
|
(739,886 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(739,886 |
) |
|
|
— |
|
|
|
(739,886 |
) |
|
Cash - beginning of year
|
|
|
1,589,795 |
|
|
|
— |
|
|
|
1,589,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of year
|
|
$ |
849,909 |
|
|
$ |
— |
|
|
$ |
849,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary share subject to possible
redemption
|
|
$ |
(1,131,440 |
) |
|
$ |
1,131,440 |
(a) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the year ended December 31,
2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
4,226,759 |
|
|
$ |
(128,239 |
)(a) |
|
$ |
4,098,520 |
|
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
(4,554,158 |
) |
|
|
— |
|
|
|
(4,554,158 |
) |
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
(520,000 |
)(a) |
|
|
(520,000 |
) |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(62,738 |
) |
|
|
— |
|
|
|
(62,738 |
) |
|
Accounts payable
|
|
|
83,995 |
|
|
|
— |
|
|
|
83,995 |
|
|
Accrued expenses
|
|
|
6,166 |
|
|
|
— |
|
|
|
6,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(299,976 |
) |
|
|
(648,239 |
) |
|
|
(948,215 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
(250,000 |
) |
|
|
— |
|
|
|
(250,000 |
) |
|
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
|
|
|
(5,885,229 |
) |
|
|
648,239 |
(a) |
|
|
(5,236,990 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
289,364,771
|
|
|
|
648,239
|
|
|
|
290,013,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
1,564,795 |
|
|
|
— |
|
|
|
1,564,795 |
|
|
Cash - beginning of year
|
|
|
25,000 |
|
|
|
— |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of year
|
|
$ |
1,589,795 |
|
|
$
|
—
|
|
|
$ |
1,589,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs included in accounts payable
|
|
$ |
2,600 |
|
|
$ |
— |
|
|
$ |
2,600 |
|
|
Value of ordinary share subject to possible redemption
|
|
$ |
279,423,730 |
|
|
$ |
(252,634,140 |
)(a) |
|
$ |
26,789,590 |
|
|
Deferred underwriting commissions
|
|
$ |
— |
|
|
$ |
9,187,500 |
(a) |
|
$ |
9,187,500 |
|
The following presents a reconciliation of the unaudited Balance
Sheets from the balances previously reported to the restated
balances as of March 31, 2020, June 30,2020,
September 30, 2020, June 30, 2019 and September 30,
2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
March 31, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,492,046 |
|
|
$ |
— |
|
|
$ |
1,492,046 |
|
|
Prepaid expenses
|
|
|
109,585 |
|
|
|
— |
|
|
|
109,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,601,631 |
|
|
|
— |
|
|
|
1,601,631 |
|
|
Investments held in Trust Account
|
|
|
293,182,905 |
|
|
|
— |
|
|
|
293,182,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
294,784,536 |
|
|
|
— |
|
|
|
294,784,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
161,682 |
|
|
|
— |
|
|
|
161,682 |
|
|
Accrued expenses
|
|
|
50,000 |
|
|
|
— |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
211,682 |
|
|
|
— |
|
|
|
211,682 |
|
|
Warrant liability
|
|
|
— |
|
|
|
13,053,750 |
(a) |
|
|
13,053,750 |
|
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,399,182 |
|
|
|
13,053,750 |
|
|
|
22,452,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, $0.0001 par value; 28,750,000 shares subject to
possible redemption at $10.00 per share at March 31, 2020
|
|
|
280,385,350 |
|
|
|
7,114,650 |
(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 March 31, 2020
|
|
|
790 |
|
|
|
(71 |
)(a) |
|
|
719 |
|
|
Retained earnings / (Accumulated deficit)
|
|
|
4,999,214 |
|
|
|
(20,168,329 |
)(a) |
|
|
(15,169,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,004 |
|
|
|
(20,168,400 |
) |
|
|
(15,168,396 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
294,784,536 |
|
|
$ |
— |
|
|
$ |
294,784,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 June 30, 2020
|
|
|
791 |
|
|
|
(72 |
)(a) |
|
|
719 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
June 30, 2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,784,487 |
|
|
$ |
— |
|
|
$ |
1,784,487 |
|
|
Prepaid expenses
|
|
|
138,629 |
|
|
|
— |
|
|
|
138,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,923,116 |
|
|
|
— |
|
|
|
1,923,116 |
|
|
Investments held in Trust Account
|
|
|
289,260,594 |
|
|
|
— |
|
|
|
289,260,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
291,183,710 |
|
|
|
— |
|
|
|
291,183,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
2,600 |
|
|
|
— |
|
|
|
2,600 |
|
|
Accrued expenses
|
|
|
170,269 |
|
|
|
— |
|
|
|
170,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
172,869 |
|
|
|
— |
|
|
|
172,869 |
|
|
Warrant liability
|
|
|
— |
|
|
|
15,720,000 |
(a) |
|
|
15,720,000 |
|
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,360,369 |
|
|
|
15,720,000 |
|
|
|
25,080,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2019
|
|
|
276,823,340 |
|
|
|
10,676,660 |
(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 June 30, 2019
|
|
|
826 |
|
|
|
(107 |
)(a) |
|
|
719 |
|
|
Additional paid-in
capital
|
|
|
3,375,505 |
|
|
|
(3,375,505 |
)(a) |
|
|
— |
|
|
Retained earnings / (Accumulated deficit)
|
|
|
1,623,670 |
|
|
|
(23,021,048 |
)(a) |
|
|
(21,397,378 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,001 |
|
|
|
(26,396,660 |
) |
|
|
(21,396,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
291,183,710 |
|
|
$ |
— |
|
|
$ |
291,183,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2019 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,618,729 |
|
|
$ |
— |
|
|
$ |
1,618,729 |
|
|
Prepaid expenses
|
|
|
101,988 |
|
|
|
— |
|
|
|
101,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,720,717 |
|
|
|
— |
|
|
|
1,720,717 |
|
|
Investments held in Trust Account
|
|
|
290,822,448 |
|
|
|
— |
|
|
|
290,822,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
292,543,165 |
|
|
|
— |
|
|
|
292,543,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
82,220 |
|
|
|
— |
|
|
|
82,220 |
|
|
Accrued expenses
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
82,220 |
|
|
|
— |
|
|
|
82,220 |
|
|
Warrant liability
|
|
|
— |
|
|
|
16,671,250 |
(a) |
|
|
16,671,250 |
|
|
Deferred underwriting commissions
|
|
|
9,187,500 |
|
|
|
— |
|
|
|
9,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
9,269,720 |
|
|
|
16,671,250 |
|
|
|
25,940,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2019
|
|
|
278,273,440 |
|
|
|
9,226,560 |
(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, 2019
|
|
|
811 |
|
|
|
(92 |
)(a) |
|
|
719 |
|
|
Additional paid-in
capital
|
|
|
1,925,420 |
|
|
|
(1,925,420 |
)(a) |
|
|
— |
|
|
Retained earnings / (Accumulated deficit)
|
|
|
3,073,774 |
|
|
|
(23,972,298 |
)(a) |
|
|
(20,898,524 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
5,000,005 |
|
|
|
(25,897,810 |
) |
|
|
(20,897,805 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity
|
|
$ |
292,543,165 |
|
|
$ |
— |
|
|
$ |
292,543,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following presents a reconciliation of the unaudited Statements
of Operations from the amounts previously reported to the restated
amounts for the three month period ended March 31, 2020, the
three and six month periods ended June 30, 2020, the three and
nine month periods ended September 30, 2020, the three and six
month periods ended June 30, 2019 and the three and nine month
periods ended September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the three months ended
March 31, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
General and administrative expenses
|
|
$ |
167,129 |
|
|
$ |
— |
|
|
$ |
167,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(167,129 |
) |
|
|
— |
|
|
|
(167,129 |
) |
|
Issuance costs allocated to Public Warrants
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
5,763,750 |
(a) |
|
|
5,763,750 |
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
1,128,747 |
|
|
|
— |
|
|
|
1,128,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
961,618
|
|
|
$ |
5,763,750
|
|
|
$ |
6,725,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
0.04 |
|
|
$ |
0.15 |
(a) |
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding of Founder
Shares
|
|
|
7,187,500 |
|
|
|
— |
|
|
|
7,187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net (loss) income per share, Founder
Shares
|
|
$ |
(0.02 |
) |
|
$ |
0.18 |
(a) |
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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
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 |
) |
|
Gain 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 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) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 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 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 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 |
) |
|
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 (loss)
|
|
$ |
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 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 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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 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 month period ended
March 31, 2020, the three and six month periods ended
June 30, 2020, the three and nine month periods ended
September 30, 2020, the three and six month periods ended
June 30, 2019 and the three and nine month periods ended
September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the three months ended
March 31, 2020 |
|
| |
|
As Reported |
|
|
Restatement
Adjustments |
|
|
As Restated |
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
961,618 |
|
|
$ |
5,763,750 |
(a) |
|
$ |
6,725,368 |
|
|
Adjustments to reconcile net income to net cash used in operating
activities:
|
|
|
Gain on marketable securities, dividends and interest held in Trust
Account
|
|
|
(1,128,747 |
) |
|
|
— |
|
|
|
(1,128,747 |
) |
|
Gain on revaluation of warrant liability
|
|
|
— |
|
|
|
(5,763,750 |
)(a) |
|
|
(5,763,750 |
) |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
16,903 |
|
|
|
— |
|
|
|
16,903 |
|
|
Accounts payable
|
|
|
11,337 |
|
|
|
— |
|
|
|
11,337 |
|
|
Accrued expenses
|
|
|
41,140 |
|
|
|
— |
|
|
|
41,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(97,749 |
) |
|
|
— |
|
|
|
(97,749 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(97,749 |
) |
|
|
— |
|
|
|
(97,749 |
) |
|
Cash - beginning of period
|
|
|
1,589,795 |
|
|
|
— |
|
|
|
1,589,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - end of period
|
|
$ |
1,492,046 |
|
|
$ |
— |
|
|
$ |
1,492,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses included in accounts payable
|
|
$ |
63,750 |
|
|
$ |
— |
|
|
$ |
63,750 |
|
|
Remeasurement of ordinary shares subject to possible redemption
|
|
$ |
961,620 |
|
|
$ |
(961,620 |
)(a) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 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 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 (used in) 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
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 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
Statement 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.
|
|