What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-12-07 compared with 2021-05-19 · 215 added, 40 removed, 941 unchanged (21% of the section changed)

49 unchanged sentences

have served as the Company’s auditor since 2020 .

March 31, 2021, except for the effects of the restatement discussed

in Notes 2 and 11, as to which the date is May 19, 2021

March 31, 2021, except for the effects of Amendment #1 related to the

reclassification of warrants discussed in Notes 2 and 11, as to which the date is May 19, 2021, and except for the effects of Amendment

#2 related to the reclassification of Class A shares to temporary equity discussed in Note 2 as to which the date is December 6, 2021.

ACQUISITION CORPORATION II

SHEETS (As Restated)

(As Restated)

Current Assets

28 unchanged sentences

Accumulated deficit

(21,431,991 )

Total Stockholders’

Equity (Deficit)

(21,431,351 )

TOTAL LIABILITIES AND STOCKHOLDERS’

3 unchanged sentences

ACQUISITION CORPORATION II

OF OPERATIONS (As Restated)

OF OPERATIONS

2019 (Inception)

(As Restated)

Operating costs

5 unchanged sentences

Other income (expenses), net

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net loss per share, common stock subject to possible redemption

Weighted average non-redeemable common shares outstanding, basic and diluted

Basic and diluted net loss per non-redeemable common share

$ (2,061,769 )

Basic and diluted weighted average shares outstanding, Class A common stock

Basic and diluted net loss per share, Class A common stock

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net loss per share, Class B common stock

accompanying notes are an integral part of the financial statements .

1 unchanged sentence

OF CHANGES IN STOCKHOLDERS’

EQUITY (DEFICIT) (As Restated)

EQUITY (DEFICIT)

Stockholders’

4 unchanged sentences

Issuance of Class B common stock to Sponsor

Sale of 23,000,000 Units, net of underwriting discounts

Sale of 650,000 Private Placement Units

Class A common stock subject to possible redemption

(20,517,731 )

Accretion to common stock subject to redemption amount

(19,369,222 )

(25,517,456 )

Change in value of common stock subject to redemption

Balance –

December 31, 2020

December 31, 2020 (As Restated)

$ (21,431,991 )

$ (21,431,351 )

accompanying notes are an integral part of the financial statements.

ACQUISITION CORPORATION II

OF CASH FLOWS (As Restated)

OF CASH FLOWS

(As Restated)

Cash Flows from Operating Activities:

27 unchanged sentences

$ 230,000,000

Change in value of common stock subject to possible redemption

$ (1,224,420 )

Deferred underwriting fee payable

169 unchanged sentences

result from the outcome of this uncertainty.

NOTE 2 —

RESTATEMENT OF PREVIOUSLY ISSUED

FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted

43 unchanged sentences

reported investments held in trust, operating expenses, cash flows or cash.

Per Amendment

Balance sheet as of August 18, 2020

25 unchanged sentences

Number of Class A common stock subject to redemption

Three months ended September 30, 2020 (unaudited)

Statement of Operations for the Three months ended September 30, 2020 (unaudited)

Change in fair value of warrant liability

4 unchanged sentences

Basic and diluted net loss per non-redeemable common share

Nine months ended September 30, 2020 (unaudited)

Statement of Operations for the Nine months ended September 30, 2020 (unaudited)

Change in fair value of warrant liability

4 unchanged sentences

Basic and diluted net loss per non-redeemable common share

Year ended December 31, 2020

Statement of Operations for the Year ended December 31, 2020

Change in fair value of warrant liability

4 unchanged sentences

Basic and diluted net loss per non-redeemable common share

Cash Flow Statement for the Nine months ended September 30, 2020

Cash Flow Statement for the Nine months ended September 30, 2020 (unaudited)

Allocation of initial public offering costs

7 unchanged sentences

Change in value of common stock subject to possible redemption

In connection with the preparation

of the Company’s financial statements as of September 30, 2021, management identified errors made in its historical financial statements

where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to

possible redemption.

The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption

value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets

being less than $5,000,001.

Management determined that the Class A common stock issued during the Initial Public Offering can be redeemed

or become redeemable subject to the occurrence of future events considered outside the Company’s control.

Therefore, management

concluded that the redemption value should include all shares of Class A common stock subject to possible redemption, resulting in the

Class A common stock subject to possible redemption being equal to their redemption value.

As a result, management has noted a reclassification

error related to temporary equity and permanent equity.

This resulted in an adjustment to the initial carrying value of the Class A common

stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit

and Class A common stock.

In connection with the change

in presentation for the Class A common stock subject to redemption, the Company also restated its income (loss) per common stock calculated

to allocate net income (loss) evenly to Class A and Class B common stock.

This presentation contemplates a Business Combination as the

most likely outcome, in which case, both classes of common stock pro rata in the income (loss) of the Company.

There is no impact to the

reported amounts for total assets, total liabilities, cash flows, or net income (loss).

The impact of the restatement

on the Company’s financial statements is reflected in the following table.

Per Amendment #1

Per Amendment #2

Balance Sheet as of August 18, 2020

Class A common stock subject to possible redemption

$ 176,443,060

$ 200,000,000

Class A common stock

Additional paid-in capital

$ (5,837,483 )

Accumulated deficit

$ (17,719,221 )

$ (18,557,577 )

Total Stockholders' Equity (Deficit)

$ (23,556,940 )

$ (18,556,937 )

Balance Sheet as of September 30, 2020 (unaudited)

Class A common stock subject to possible redemption

$ 205,177,310

$ 230,000,000

Class A common stock

Additional paid-in capital

$ (5,453,221 )

Accumulated deficit

$ (19,369,221 )

$ (19,823,320 )

Total Stockholders' Equity (Deficit)

$ (24,822,690 )

$ (19,822,680 )

Balance Sheet as of December 31, 2020

Class A common stock subject to possible redemption

$ 203,568,640

$ 230,000,000

Class A common stock

Additional paid-in capital

$ (7,061,874 )

Accumulated deficit

$ (2,062,769 )

$ (19,369,222 )

$ (21,431,991 )

Total Stockholders’

Equity (Deficit)

$ (26,431,360 )

$ (21,431,351 )

Statement of Operations for the Three Months Ended September 30, 2020 (unaudited)

Basic and diluted weighted average shares outstanding, Class A Common Stock

Basic and diluted net (loss) per share, Class A

Basic and diluted weighted average shares outstanding, Class B Common Stock

Basic and diluted net (loss) per share, Class B Common Stock

Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)

Basic and diluted weighted average shares outstanding, Class A Common Stock

(15,306,965 )

Basic and diluted net (loss) per share, Class A

Basic and diluted weighted average shares outstanding, Class B Common Stock

Basic and diluted net (loss) per share, Class B Common Stock

Statement of Operations for the Year Ended December 31, 2020

Basic and diluted weighted average shares outstanding, Class A Common Stock

(11,649,794 )

Basic and diluted net (loss) per share, Class A

Basic and diluted weighted average shares outstanding, Class B Common Stock

Basic and diluted net (loss) per share, Class B Common Stock

Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited)

Initial classification of Class A common stock subject to possible redemption

$ 204,793,060

$ 230,000,000

Change in value of Class A common stock subject to possible redemption

Statement of Cash Flows for the Year Ended December 31, 2020

Initial classification of Class A common stock subject to possible redemption

$ 204,793,060

$ 230,000,000

Change in value of Class A common stock subject to possible redemption

$ (1,224,420 )

Statement of Changes in Stockholders' Equity (Deficit) for the Period Ended September 30, 2020 (unaudited)

Sale of 23,000,000 Units, net of underwriting discounts

$ 204,482,544

$ (204,482,544 )

Class A common stock subject to possible redemption

$ (205,177,310 )

$ 205,177,310

Accretion to common stock subject to redemption amount

$ (25,517,456 )

Total Stockholders' Equity

(24,822,690 )

(19,822,680 )

Statement of Changes in Stockholders' Equity (Deficit) for the Year Ended December 30, 2020

Change in value of common stock subject to redemption

$ (1,608,670 )

Sale of 23,000,000 Units, net of underwriting discounts

Class A common stock subject to possible redemption

Accretion to common stock subject to redemption amount

Total Stockholders' Equity

$ (26,431,360 )

$ (21,431,351 )

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

41 unchanged sentences

Treasury Securities.

A Common Stock Subject to Possible Redemption

Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Shares of Class A common stock

subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable

common stock (including common stock that features redemption rights that is either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary

At all other times, common stock is classified as stockholders’

equity (deficit).

The Company’s common stock

features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, Class A common stock subject to possible redemption is presented at redemption value

as temporary equity, outside of the stockholders’

equity (deficit) section of the Company’s balance sheets.

Class A Common Stock Subject to Possible

Redemption (Restated –

See Note 2 –

Amendment #2)

The Company accounts for

its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

Class A common stock subject to mandatory

redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common

stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of

uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is

classified as shareholders’

The Company’s Class A common stock feature certain redemption rights that are considered

to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020,

Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’

equity section

of the Company’s condensed consolidated balance sheet.

The Company recognizes changes

in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value

at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion

from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A common stock resulted in charges

against additional paid-in capital and accumulated deficit.

At December 31, 2020, the

Class A common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:

Gross proceeds

$ 230,000,000

Proceeds allocated to Public Warrants

$ (13,225,000 )

Class A common stock issuance costs

$ (12,292,456 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

$ 230,000,000

Warrant Liability

40 unchanged sentences

of alternative minimum tax credits.

Loss Per Common Share

Net Loss Per Common Share (Restated

See Note 2 –

Amendment #1)

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

36 unchanged sentences

Basic and diluted net loss per share

Net Income (Loss) Per Common Share (Restated

See Note 2 –

Amendment #2)

The Company complies with

accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss) per common stock is

computed by dividing net income (loss) by the weighted average number of common stocks outstanding for the period.

The Company applies

the two-class method in calculating earnings per share.

Accretion associated with the redeemable shares of Class A common stocks is excluded

from earnings per share as the redemption value approximates fair value.

The calculation of diluted

income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii)

the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

The warrants are exercisable

to purchase 11,825,000 Class A common stocks in the aggregate.

As of December 31, 2020, the Company did not have any dilutive securities

or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company.

As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

The following table

reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):

For the Year Ended

December 31, 2020

Basic and diluted net income (loss) per common stock

Allocation of net income (loss), as adjusted

$ (1,295,774 )

Basic and diluted weighted average stock outstanding

Basic and diluted net income (loss) per common stock

Concentration

193 unchanged sentences

PERMANENT EQUITY AND TEMPORARY EQUITY

(Restated –

See Note 2 –

Amendment #2)

Stock —

211 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data