| 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 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
September 30, 2020 and December 31, 2019, as well as the
statements for the three and nine month period 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
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.
|
|