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 4) and Private Placement 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 or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). The Company’s management evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. 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 and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses or cash. The impact of the restatement on the Company’s financial statements for each respective period is presented below. Balance Sheet as of July 28, 2020 (Audited) As Reported Adjustment As Restated Warrant Liabilities $ — $ 900,000 $ 900,000 Common stock subject to possible redemption 34,944,653 (900,000) 34,044,653 Common stock 197 9 206 Additional paid-in capital 5,033,585 $ 55,153 5,088,738 Accumulated deficit (33,779) (55,162) (88,941) Number of shares subject to possible redemption (88,670) 3,354,153 Balance Sheet as of September 30, 2020 (Unaudited) Warrant Liabilities $ — $ 990,000 $ 990,000 Common stock subject to possible redemption 34,835,933 (990,006) 33,845,927 Common stock 183 10 193 Additional paid-in capital 5,142,319 145,158 5,287,477 Accumulated deficit (142,500) (145,162) (287,662) Number of shares subject to possible redemption 3,431,787 (97,528) 3,334,259 Balance Sheet as of December 31, 2020 (Audited) Warrant Liabilities $ — $ 2,930,000 $ 2,930,000 Common stock subject to possible redemption 34,713,334 (2,929,997) 31,783,337 Common stock 184 29 213 Additional paid-in capital 5,264,917 2,085,130 7,350,047 Accumulated deficit (265,097) (2,085,162) (2,350,259) Number of shares subject to possible redemption 3,418,752 (288,562) 3,130,190 Statement of Operations for the three months ended September 30, 2020 (Unaudited) Offering expenses related to warrant issuance $ — $ (55,162) $ (55,162) Change in fair value of warrant liabilities — (90,000) (90,000) Net loss (109,200) (145,162) (254,362) Weighted average shares outstanding, basic and diluted 1,577,353 62,648 1,640,001 Basic and diluted net loss per share, ordinary shares (0.07) (0.09) (0.16) Statement of Operations for the nine months ended September 30, 2020 (Unaudited) Offering expenses related to warrant issuance $ — $ (55,162) $ (55,162) Change in fair value of warrant liabilities — (90,000) (90,000) Net loss (115,828) (145,162) (260,990) Weighted average shares outstanding, basic and diluted 1,193,856 21,035 1,214,891 Basic and diluted net loss per share, ordinary shares (0.10) (0.12) (0.22) Statement of Operations for the year ended December 31, 2020 (Audited) Offering expenses related to warrant issuance $ — $ (55,162) $ (55,162) Change in fair value of warrant liabilities — (2,030,000) (2,030,000) Net loss (238,425) (2,085,162) (2,323,587) Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption 3,436,356 (93,861) 3,342,495 Basic and diluted weighted average ordinary shares outstanding 1,353,312 40,262 1,393,574 Basic and diluted net loss per share, ordinary shares (0.19) (1.49) (1.68) Statement of Cash Flows for the nine months ended September 30, 2020 (Unaudited) Offering expenses related to warrant issuance $ — $ 55,162 $ 55,162 Change in fair value of warrant liabilities — 90,000 90,000 Net loss (115,828) (145,162) (260,990) Change in value of ordinary shares subject to possible redemption (108,722) (90,006) (198,728) Statement of Cash Flows for the year ended December 31, 2020 (Audited) Offering expenses related to warrant issuance $ — $ 55,162 $ 55,162 Change in fair value of warrant liabilities — 2,030,000 2,030,000 Net loss (238,425) (2,085,162) (2,323,587) Change in value of ordinary shares subject to possible redemption (231,319) (2,029,999) (2,261,318) Statement of Changes in Shareholder’s Equity for the three and nine months ended September 30, 2020 (Unaudited) Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Additional Paid-in Capital $ 37,352,935 $ (774,838) $ 36,578,097 Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Total Shareholder’s (Deficit) Equity 37,353,335 (774,838) 36,578,497 Sale of 260,000 Private Units – Additional Paid-in Capital 2,599,974 (70,000) 2,529,974 Sale of 260,000 Private Units – Total Shareholder’s (Deficit) Equity 2,600,000 (70,000) 2,530,000 Ordinary shares subject to possible redemption – Additional Paid-in Capital (34,835,590) 989,996 (33,845,594) Ordinary shares subject to possible redemption – Total Shareholder’s (Deficit) Equity (34,835,933) 990,006 (33,845,927) Statement of Changes in Shareholder’s Equity for the year ended December 31, 2020 (Audited) Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Additional Paid-in Capital $ 37,352,935 $ (774,838) $ 36,578,097 Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Total Shareholder’s (Deficit) Equity 37,353,335 (774,838) 36,578,497 Sale of 260,000 Private Units – Additional Paid-in Capital 2,599,974 (70,000) 2,529,974 Sale of 260,000 Private Units – Total Shareholder’s (Deficit) Equity 2,600,000 (70,000) 2,530,000 Ordinary shares subject to possible redemption – Additional Paid-in Capital (34,712,992) 2,929,968 (31,783,024) Ordinary shares subject to possible redemption – Total Shareholder’s (Deficit) Equity (34,713,334) 2,929,997 (31,783,337) |