Total Current Liabilities

2,789,052

280,690

67,667

Warrant liability

136,105,464

20,033,733

12,185,466

Income taxes payable

14,632

29,152

2,803,684

309,842

67,667

14,490,000

153,399,148

34,833,575

26,743,133

Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share

256,252,830

375,388,270

383,563,580

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

0

137,202,162

18,068,113

9,892,807

(132,204,768)

(13,069,324)

(4,894,022)

5,000,006

5,000,010

5,000,003

$ 0

414,651,984

415,221,855

415,306,716

1,577

186

183

Formation and operating costs

$ 1,035

^[1]

$ 1,035

[1]	On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 6). All share and per share amounts have been retroactively restated for the dividend.

CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares	May 20, 2020	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share)		$ 0.0001
Common stock subject to possible redemption price per share (in dollars per share)		10.00
Stockholders' Equity
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)		1,000,000	1,000,000	1,000,000
Preferred stock, shares issued (in shares)		0	0	0
Preferred stock, shares outstanding (in shares)		0	0	0
Class A Common Stock
LIABILITIES AND STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption (in shares)		25,625,283	37,538,827	38,356,358
Common stock subject to possible redemption price per share (in dollars per share)		$ 10.00	$ 10.00	$ 10.00
Stockholders' Equity
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)		200,000,000	200,000,000	200,000,000
Common stock, shares issued (in shares)		15,774,717	3,861,173	3,043,642
Common stock, shares outstanding (in shares)		15,774,717	3,861,173	3,043,642
Class B Common Stock
Stockholders' Equity
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)		20,000,000	20,000,000	20,000,000
Common stock, shares issued (in shares)		10,350,000	10,350,000	10,350,000
Common stock, shares outstanding (in shares)		10,350,000	10,350,000	10,350,000
Class B Common Stock \| Founder Shares [Member]
Stockholders' Equity
Common stock, shares outstanding (in shares)	10,350,000
Stock dividend issued (in shares)	1,725,000
Shares issued (in shares)	10,350,000

CONSOLIDATED STATEMENTS OF OPERATIONS

11 Months Ended

Dec. 31, 2020

USD ($)

$ / shares

shares

Loss from operations

$ 3,774,125

(3,774,125)

Transaction costs allocated to warrant liability

(128,463,731)

(286,189)

Interest earned on marketable securities held in Trust Account

355,909

Provision for income taxes

(132,168,136)

(36,632)

Weighted average shares outstanding, basic and diluted (in shares) | shares

$ (132,204,768)

9,839,969

Basic and diluted net income (loss) per common share (in dollars per share) | $ / shares

$ (13.45)

Weighted average shares outstanding, basic and diluted (in shares) | shares

40,948,182

Basic and diluted net income (loss) per common share (in dollars per share) | $ / shares

$ 0.00

Weighted average shares outstanding, basic and diluted (in shares) | shares

9,839,969

^[1]

Basic and diluted net income (loss) per common share (in dollars per share) | $ / shares

$ (13.45)

[1]	On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 6).

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock - Founder Shares [Member]	May 20, 2020 shares
Earnings Per Share, Basic and Diluted [Abstract]
Stock dividend issued (in shares)	1,725,000
Shares issued (in shares)	10,350,000

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)

Common Stock [Member]

Class A Common Stock

Common Stock [Member]

Class B Common Stock

Additional Paid-in Capital [Member]

Accumulated Deficit [Member]

Total

Beginning balance at Feb. 03, 2020

$ 0

Beginning balance (in shares) at Feb. 03, 2020

0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net Loss

(4,894,021)

Ending balance at Jun. 30, 2020

5,000,003

Beginning balance at Feb. 03, 2020

$ 0

0

Beginning balance (in shares) at Feb. 03, 2020

0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net Loss

(13,069,324)

Ending balance at Sep. 30, 2020

5,000,010

Beginning balance at Feb. 03, 2020

$ 0

0

Beginning balance (in shares) at Feb. 03, 2020

0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Class B common stock to initial stockholders

^[1]

$ 1,035

23,965

25,000

Issuance of Class B common stock to initial stockholders (in shares)

^[1]

10,350,000

Sale of 41,400,000 Units and net of fair value allocated to warrants classified as a liability

$ 4,140

385,684,197

385,688,337

Sale of 41,400,000 Units and net of fair value allocated to warrants classified as a liability (in shares)

41,400,000

Sale of 6,853,333 Private Placement Units, net of fair value allocated to warrants classified as a liability

7,744,267

Common stock subject to possible redemption

$ (2,563)

(256,250,267)

(256,252,830)

Common stock subject to possible redemption (in shares)

(25,625,283)

Net Loss

(132,204,768)

Ending balance at Dec. 31, 2020

$ 1,577

$ 1,035

$ 137,202,162

$ (132,204,768)

$ 5,000,006

Ending balance (in shares) at Dec. 31, 2020

15,774,717

10,350,000

[1]	On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 6). All share and per share amounts have been retroactively restated for the dividend.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (parenthetical)	11 Months Ended
	Dec. 31, 2020 shares
Initial Public Offering [Member]
Stockholders' Equity
Units issued (in shares)	41,400,000
Private Placement Warrants [Member]
Stockholders' Equity
Warrants issued (in shares)	6,853,333

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	5 Months Ended	8 Months Ended	11 Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Cash Flows from Operating Activities:
Net Loss	$ (4,894,021)	$ (13,069,324)	$ (132,204,768)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants	4,543,733	12,392,000	128,463,731
Transaction costs allocated to warrant liability	286,189	286,189	286,189
Interest earned on marketable securities held in Trust Account	(57,130)	(222,151)	(355,909)
Changes in operating assets and liabilities:
Prepaid expenses			(159,476)
Accounts payable and accrued expenses			2,789,052
Income taxes payable			14,632
Net cash used in operating activities	(393,961)	(544,046)	(1,166,549)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(414,000,000)
Cash withdrawn from Trust Account to pay taxes			22,000
Net cash used in investing activities	(414,000,000)	(414,000,000)	(413,978,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor			25,000
Proceeds from sale of Units, net of underwriting discounts paid			405,720,000
Proceeds from sale of Private Placement Warrants			10,280,000
Proceeds from promissory note - related party			191,000
Repayment from promissory note - related party			(191,000)
Payment of offering costs			(721,852)
Net cash provided by financing activities	415,303,148	415,303,148	415,303,148
Net Change in Cash			158,599
Cash - Beginning of period	$ 0	$ 0	0
Cash - End of period			158,599
Supplementary cash flow information:
Cash paid for income taxes			22,000
Non-Cash financing activities:
Initial classification of Class A common stock subject to possible redemption			395,812,140
Change in value of Class A common stock subject to possible redemption			139,559,310
Deferred underwriting fee payable			$ 14,490,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

11 Months Ended

Dec. 31, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Butterfly Network, Inc., formerly known as Longview Acquisition Corp. (the “Company” or “Longview”) was incorporated in Delaware on February 4, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Business Combination

On February 12, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of November 19, 2020 (the “Business Combination Agreement”), by and among Longview, Clay Merger Sub, Inc., a Delaware corporation incorporated on November 12, 2020 (“Merger Sub”), and Butterfly Network, Inc., a Delaware corporation (“Legacy Butterfly”).

Immediately upon the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”, and such completion, the “Closing”), Merger Sub merged with and into Legacy Butterfly, with Legacy Butterfly surviving the business combination as a wholly-owned subsidiary of Longview (the “Merger”). In connection with the Transactions, Longview changed its name to “Butterfly Network, Inc.” and Legacy Butterfly changed its name to “BFLY Operations, Inc.”

The Merger is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Longview will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Legacy Butterfly issuing stock for the net assets of Longview, accompanied by a recapitalization. The net assets of Longview will be stated at historical cost, with no goodwill or other intangible assets recorded.

As a result of the Business Combination, each share of Longview Class B common stock that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was converted, on a one-for-one basis, into a share of the Company’s Class A common stock. The Business Combination had no effect on the Longview Class A common stock that was issued and outstanding as of immediately prior to the Effective Time, which continues to remain outstanding.

Pursuant to the Merger, at the Effective Time:

·

each share of Legacy Butterfly capital stock (other than the Legacy Butterfly Series A preferred stock) that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive 1.0383 shares of the Company’s Class A common stock, rounded down to the nearest whole number of shares;

·

each share of Legacy Butterfly Series A preferred stock that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive 1.0383 shares of the Company’s Class B common stock, rounded down to the nearest whole number of shares;

·

each option to purchase shares of Legacy Butterfly common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Butterfly common stock subject to such option immediately prior to the Effective Time multiplied by 1.0383, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 1.0383 and rounded up to the nearest whole cent;

·

each Legacy Butterfly restricted stock unit outstanding immediately prior to the Effective Time was assumed by the Company and became a restricted stock unit with respect to a number of shares of the Company’s Class A common stock, rounded to the nearest whole share, equal to the number of shares of Legacy Butterfly common stock subject to such Legacy Butterfly restricted stock unit immediately prior to the Effective Time multiplied by 1.0383; and

·

the principal amount plus accrued but unpaid interest, if any, on the Legacy Butterfly convertible notes outstanding as of immediately prior to the Effective Time was automatically canceled and converted into the right to receive shares of the Company’s Class A common stock, with such shares of the Company’s Class A common stock calculated by dividing the outstanding principal plus accrued interest, if any, of each Legacy Butterfly convertible note by $10.00, rounded down to the nearest whole number of shares.

In addition, on February 12, 2021, Longview filed the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective simultaneously with the Effective Time. As a consequence of filing the Restated Certificate, the Company adopted a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Butterfly and Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time.

As previously disclosed, in connection with the execution of the Business Combination Agreement, on November 19, 2020, Longview, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to its existing forward purchase agreement, dated May 20, 2020 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase from Longview an aggregate number of shares of Longview Class A common stock, at a purchase price of $10.00 per share, equal to the value of $75 million minus the aggregate proceeds that would otherwise be released to Longview from the Trust Account in connection with the Closing (after considering any redemptions of shares of Longview Class A common stock in connection with the Business Combination) (the “Forward Purchase”). The total maximum number of shares of Longview Class A common stock that could be issued in connection with the Forward Purchase immediately prior to the Closing was 7,500,000. In connection with the Closing, no shares of Class A common stock were issued in the Forward Purchase.

In addition, concurrently with the execution of the Business Combination Agreement, on November 19, 2020, Longview entered into subscription agreements (the “Subscription Agreements”) with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 17,500,000 shares of Longview Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”).

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was approximately 164,862,472, comprising:

·

95,633,661 shares of the Company’s Class A common stock issued to Legacy Butterfly stockholders (other than certain holders of Legacy Butterfly Series A preferred stock) and holders of Legacy Butterfly convertible notes in the Merger;

·

17,500,000 shares of the Company’s Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing;

·

10,350,000 shares of the Company’s Class A common stock issued to holders of shares of Longview Class B common stock outstanding at the Effective Time; and

·

41,378,811 shares of Longview Class A common stock outstanding at the Effective Time.

The total number of shares of the Company’s Class B common stock issued at the Closing was approximately 26,426,937. Dr. Rothberg holds approximately 76.2% of the combined voting power of the Company. Accordingly, Dr. Rothberg and his permitted transferees control the Company and the Company is a controlled company within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE”).

Business Prior to the Business Combination

All activity through December 31, 2020 related to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a business combination, and activities in connection with the proposed acquisition of Legacy Butterfly.

The registration statements for the Company’s Initial Public Offering became effective on May 20, 2020. On May 26, 2020, the Company consummated the Initial Public Offering of 36,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $360,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,133,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Longview Investors LLC (the “Sponsor”), generating gross proceeds of $9,200,000, which is described in Note 5.

Following the closing of the Initial Public Offering on May 26, 2020, an amount of $360,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a‑7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a business combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the distribution of the Trust Account, as described below.

On June 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 4,000,000 Units at $10.00 per Unit, generating additional gross proceeds of $40,000,000. Simultaneously with the partial exercise of the over-allotment option, the Company sold an additional 533,333 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, generating total gross proceeds of $800,000. A total of $40,000,000 of net proceeds were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $400,000,000.

On June 26, 2020, the Company consummated the sale of an additional 1,400,000 Units at a price of $10.00 per Unit upon receiving notice of the underwriters’ election to exercise their remaining over-allotment option, generating additional gross proceeds of $14,000,000. Simultaneously with the exercise of the remaining over-allotment option, the Company sold an additional 186,667 Private Placement Warrants, at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $280,000. A total of $14,000,000 of net proceeds were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $414,000,000.

Transaction costs amounted to $23,491,852, consisting of $8,280,000 of underwriting fees (excluding the deferred portion), $14,490,000 of deferred underwriting fees and $721,852 of other offering costs.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

11 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2- RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its consolidated financial statements as of December 31, 2020 and for the period from February 4, 2020 (inception) through December 31, 2020 as a result of the matter described below and as reported in the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2021. The Company has also restated its unaudited consolidated financial statements as of June 30, 2020 and September 30, 2020, for the three months ended June 30, 2020 and September 30,2020, and for the period from February 4, 2020 (inception) through June 30, 2020 and September 30, 2020 . The periods described together represent the Affected Periods.

The Company reassessed its accounting for its warrants described above. The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public Warrants and Private Placement Warrants (each as defined below) meet the definition of a derivative under ASC 815, these warrants should be recorded as liabilities on the balance sheet at fair value with subsequent changes in their respective fair values recognized in the statements of operations at each reporting date.

As part of the re-assessment the Company concluded the Public Warrants do not meet the criteria to be classified in stockholders' equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company's Class A shareholders that would not result in a change of control. The provision would preclude the warrants from being classified in equity and thus the warrant should be classified as a liability.

As part of the re-assessment the Company concluded the Private Placement Warrants do not meet the criteria to be classified in stockholders' equity. Specifically, the terms of the warrant provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability.

Impact of the Restatement

The impact of the restatement on the consolidated balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below.


	As of December 31, 2020
Balance Sheet	As Previously Reported		Restatement Adjustment		As Restated
ASSETS
Current assets
Cash	$	158,599		—	$	158,599
Prepaid expenses		159,476		—		159,476
Total Current Assets		318,075		—		318,075

Cash and held to maturity securities held in Trust Account		414,333,909		—		414,333,909
Total Assets	$	414,651,984		—	$	414,651,984

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	2,789,052		—	$	2,789,052
Income taxes payable		14,632		—		14,632
Total Current Liabilities		2,803,684		—		2,803,684

Warrant liability		—		136,105,464		136,105,464
Deferred underwriting fee payable		14,490,000		—		14,490,000
Total Liabilities		17,293,684		136,105,464		153,399,148

Commitments and contingencies

Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share		392,358,290		(136,105,460)		256,252,830

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 15,774,717 issued and outstanding (excluding 25,625,283 shares subject to possible redemption)		216		1,361		1,577
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035		—		1,035
Additional paid-in capital		8,453,607		128,748,555		137,202,162
Accumulated deficit		(3,454,848)		(128,749,920)		(132,204,768)
Total Stockholders’ Equity		5,000,010		(4)		5,000,006
Total Liabilities and Stockholders’ Equity	$	414,651,984		—	$	414,651,984


	For the Period from February 4, 2020 (inception) through December 31, 2020
Statement of Operations	As Previously Reported		Restatement Adjustment	As Restated
Loss from operations		(3,774,125)	—	(3,774,125)

Other income/ (expense):
Change in fair value of warrants		—	(128,463,731)	(128,463,731)
Transaction costs		—	(286,189)	(286,189)
Interest earned on marketable securities held in Trust Account		355,909	—	355,909

Loss before provision for income taxes		(3,418,216)	(128,749,920)	(132,168,136)
Provision for income taxes		(36,632)	—	(36,632)

Net loss	$	(3,454,848)	(128,749,920)	(132,204,768)

Weighted average shares outstanding of Class A redeemable common stock		40,948,182	—	40,948,182
Basic and diluted income per share, Class A redeemable common stock	$	—	—	—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		9,839,969	—	9,839,969
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.37)	(13.08)	(13.45)


	For the Period from February 4, 2020 (inception) through December 31, 2020
	As Previously Reported		Restatement Adjustment	As Restated
Statement of Cash Flows
Net loss	$	(3,454,848)	(128,749,920)	(132,204,768)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		—	128,463,731	128,463,731
Transaction costs allocated to warrant liability		—	286,189	286,189
Net cash used in operating activities		(1,166,549)	—	(1,166,549)
Net cash used in investing activities		(413,978,000)	—	(413,978,000)
Net cash provided by financing activities		415,303,148	—	415,303,148


	As of September 30, 2020
Unaudited Balance Sheet	As Previously Reported		Restatement Adjustment	As Restated
ASSETS
Current assets
Cash	$	759,102	—	$	759,102
Prepaid expenses		240,602	—		240,602
Total Current Assets		999,704	—		999,704

Cash and held to maturity securities held in Trust Account		414,222,151	—		414,222,151
Total Assets	$	415,221,855	—	$	415,221,855

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	280,690	—	$	280,690
Income taxes payable		29,152	—		29,152
Total Current Liabilities		309,842	—		309,842

Warrant liability		—	20,033,733		20,033,733
Deferred underwriting fee payable		14,490,000	—		14,490,000
Total Liabilities		14,799,842	20,033,733		34,833,575

Commitments and contingencies

Class A common stock, $0.0001 par value, 37,538,827 shares subject to possible redemption at $10.00 per share		395,422,010	(20,033,740)		375,388,270

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—	—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,861,173 issued and outstanding (excluding 37,538,827 shares subject to possible redemption)		186	—		186
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035	—		1,035
Additional paid-in capital		5,389,917	12,678,196		18,068,113
Accumulated deficit		(391,135)	(12,678,189)		(13,069,324)
Total Stockholders’ Equity		5,000,003	7		5,000,010
Total Liabilities and Stockholders’ Equity	$	415,221,855	—	$	415,221,855

	For the Three Months Ended September 30, 2020
Unaudited Statement of Operations	As Previously Reported		Restatement Adjustment		As Restated
Loss from operations	$	(462,905)		—	$	(462,905)

Other income/ (expense):
Change in fair value of warrants		—		(7,848,267)		(7,848,267)
Interest earned on marketable securities held in Trust Account		165,021		—		165,021

Loss before provision for income taxes		(297,884)		(7,848,267)		(8,146,151)
Provision for income taxes		(29,152)		—		(29,152)

Net loss	$	(327,036)	$	(7,848,267)	$	(8,175,303)

Weighted average shares outstanding of Class A redeemable common stock		41,400,000		—		41,400,000
Basic and diluted income per share, Class A redeemable common stock	$	—		—		—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.03)	$	(0.77)	$	(0.80)

	For the Period from February 4, 2020 (inception) through September 30, 2020
Unaudited Statement of Operations	As Previously Reported		Restatement Adjustment		As Restated
Loss from operations	$	(584,134)	$	—	$	(584,134)

Other income/ (expense):
Change in fair value of warrants		—		(12,392,000)		(12,392,000)
Transaction costs		—		(286,189)		(286,189)
Interest earned on marketable securities held in Trust Account		222,151		—		222,151

Loss before provision for income taxes		(361,983)		(12,678,189)		(13,040,172)
Provision for income taxes		(29,152)		—		(29,152)

Net loss	$	(391,135)	$	(12,678,189)	$	(13,069,324)

Weighted average shares outstanding of Class A redeemable common stock		40,617,323		—		40,617,323
Basic and diluted income per share, Class A redeemable common stock	$	—		—		—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.04)	$	(1.23)	$	(1.27)


	For the Period from February 4, 2020 (inception) through September 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Cash Flows
Net loss	$	(391,135)	$	(12,678,189)	$	(13,069,324)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		—		12,392,000		12,392,000
Transaction costs allocated to warrant liability		—		286,189		286,189
Net cash used in operating activities		(544,046)		—		(544,046)
Net cash used in investing activities		(414,000,000)		—		(414,000,000)
Net cash provided by financing activities		415,303,148		—		415,303,148

		As of June 30, 2020
Unaudited Balance Sheet	As Previously Reported		Restatement Adjustment		As Restated
ASSETS
Current assets
Cash	$	909,187	$	—	$	909,187
Prepaid expenses		340,399		—		340,399
Total Current Assets		1,249,586		—		1,249,586

Cash and held to maturity securities held in Trust Account		414,057,130		—		414,057,130
Total Assets	$	415,306,716		—	$	415,306,716

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	67,667		—	$	67,667
Income taxes payable		—		—		—
Total Current Liabilities		67,667		—		67,667

Warrant liability		—		12,185,466		12,185,466
Deferred underwriting fee payable		14,490,000		—		14,490,000
Total Liabilities		14,557,667		12,185,466		26,743,133

Commitments and contingencies

Class A common stock, $0.0001 par value, subject to possible redemption, 38,356,358 shares at $10.00 per share		395,749,040		(12,185,460)		383,563,580

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authourized; 3,043,642 issued or outstanding (excluding 38,356,325 shares subject to possible redemption)		183		—		183
Class B common stock, $0.0001 par value; 20,000,000 shares authourized; 10,350,000 issued or outstanding		1,035		—		1,035
Additional paid-in capital		5,062,890		4,829,917		9,892,807
Accumulated deficit		(64,099)		(4,829,923)		(4,894,022)
Total Stockholders’ Equity		5,000,009		(6)		5,000,003
Total Liabilities and Stockholders’ Equity	$	415,306,716	$	—	$	415,306,716

	For the Three Months Ended June 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Operations
Loss from operations	$	(120,229)	$	—	$	(120,229)

Other income/ (expense):
Change in fair value of warrants		—		(4,543,733)		(4,543,733)
Transaction costs		—		(286,189)		(286,189)
Interest earned on marketable securities held in Trust Account		57,130		—		57,130

Loss before provision for income taxes		(63,099)		(4,829,922)		(4,893,021)
Provision for income taxes		—		—		—

Net loss	$	(63,099)	$	(4,829,922)	$	(4,893,021)

Weighted average shares outstanding of Class A redeemable common stock		38,560,000		—		38,560,000
Basic and diluted income per share, Class A redeemable common stock	$	—		—		—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.01)	$	(0.47)	$	(0.48)

	For the Period from February 4, 2020 (inception) through June 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Operations Loss from operations	$	(121,229)	$	—	$	(121,229)

Other income/ (expense):
Change in fair value of warrants		—		(4,543,733)		(4,543,733)
Transaction costs		—		(286,189)		(286,189)
Interest earned on marketable securities held in Trust Account		57,130		—		57,130

Loss before provision for income taxes		(64,099)		(4,829,922)		(4,894,021)
Provision for income taxes		—		—		—

Net loss	$	(64,099)	$	(4,829,922)	$	(4,894,021)

Weighted average shares outstanding of Class A redeemable common stock		38,560,000		—		38,560,000
Basic and diluted income per share, Class A redeemable common stock	$	—		—	$	—

Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.01)	$	(0.47)	$	(0.48)


	For the Period from February 4, 2020 (inception) through June 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Cash Flows
Net loss	$	(64,099)	$	(4,829,922)	$	(4,894,021)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		—		4,543,733		4,543,733
Transaction costs allocated to warrant liability		—		286,189		286,189
Net cash used in operating activities		(393,961)		—		(393,961)
Net cash used in investing activities		(414,000,000)		—		(414,000,000)
Net cash provided by financing activities		415,303,148		—		415,303,148

In addition, the impact to the balance sheet dated May 26, 2020, filed on Form 8-K on June 1, 2020 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in a $6,709,333 increase to the warrant liabilities line item at May 26, 2020 and offsetting decrease to the Class A common stock subject to redemption mezzanine equity line item. The Company recorded an increase to accumulated deficit of $248,500 for transaction costs allocated to the warrant liability with a corresponding offset to additional paid in capital. There were no significant changes to total stockholders' equity at any reported balance sheet date.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

11 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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 equity. At all other times, common stock is classified as stockholders’ equity. 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, at December 31, 2020, the 25,625,283 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,205,663 were charged to stockholders’ equity and $286,189 was charged to the statement of operations upon the completion of the Initial Public Offering.

Warrant Liability

The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as current liabilities on the balance sheet at fair value with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

The warrant liability was measured at fair value upon issuance using certain estimated inputs required by the Lattice Model. The assumptions used to value the warrants were as follows:


	Inception date of warrants
Fair value of common stock	$	9.88
Conversion price	$	11.50
Risk free interest rate		0.4	%
Expected dividend yield		0	%
Expected term		5 years
Expected volatility		9.2	%

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Private Placement Warrants to purchase 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less income and franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

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


	For the Period
	From
	February 4,
	2020
	(inception)
	Through
	December 31,
	2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	355,909
Income and Franchise Tax		(218,103)
Net Earnings	$	137,806
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		40,948,182
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(132,204,768)
Redeemable Net Earnings		(137,806)
Non-Redeemable Net Loss	$	(132,342,574)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		9,839,969
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(13.45)

Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Excluding the warrant liability, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING	11 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2020
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on May 26, 2020, the Company sold 36,000,000 Units to the underwriters. On June 9, 2020, the Company sold an additional 4,000,000 Units sold to the underwriters upon the underwriters’ election to partially exercise their over-allotment option at a purchase price of $10.00 per Unit. On June 26, 2020, in connection with the underwriters’ election to exercise their remaining over-allotment option, the Company sold an additional 1,400,000 Units at price of $10.00 per Unit. Each Unit consisted of one share of Class A common stock and one-third of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2020
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,133,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,200,000. On June 9, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company sold an additional 533,333 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $800,000. On June 26, 2020, in connection with the underwriters’ election to exercise their remaining over-allotment option, the Company sold an additional 186,667 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $280,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company did not complete a business combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the proceeds from the sale of the Private Placement Warrants held in the Trust Account would be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants would expire worthless.

RELATED PARTY TRANSACTIONS	11 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2020
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In February 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In April 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s director nominees, for a total amount of 75,000 Founder Shares transferred. On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the initial stockholders holding an aggregate of 10,350,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock at the time of a business combination, on a one-for-one basis, subject to certain adjustments, as described in Note 9. The Founder Shares included an aggregate of up to 1,350,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on June 9, 2020 and their election to exercise their remaining over-allotment option on June 26, 2020, the 1,350,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party On February 12, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2020 or the consummation of the Initial Public Offering. There was $191,000 outstanding under the Promissory Note, which was repaid on May 27, 2020. Related Party Loans In addition, in order to finance transaction costs in connection with a business combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates was entitled to, but was not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post business combination entity. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, no Working Capital Loans were outstanding. Administrative Support Agreement The Company entered into an agreement whereby, commencing on May 26, 2020 through the earlier of the Company’s consummation of a business combination or its liquidation, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, administrative and support services. For the period from February 4, 2020 (inception) through December 31, 2020, the Company incurred and paid $70,000 in fees for these services.

COMMITMENTS AND CONTINGENCIES	11 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or results of its operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on May 26, 2020, holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. This registration rights agreement was amended and restated in connection with the closing of the Business Combination on February 12, 2021. Underwriting Agreement In connection with the closing of the Initial Public Offering and the over-allotment options, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $8,280,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,490,000 in the aggregate. The deferred fee of $14,490,000 was paid upon the closing of the Business Combination on February 12, 2021. The Company will keep deferred underwriting commissions classified as a long term liability due to the uncertain nature of the closing of the business combination that existed at the balance sheet date and its encumbrance to the Trust Account.

STOCKHOLDERS' EQUITY	11 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2020
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock — As of December 31, 2020, the Company was authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — As of December 31, 2020, the Company was authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 15,774,717 shares of Class A common stock issued and outstanding, excluding 25,625,283 shares of Class A common stock subject to possible redemption. Class B Common Stock — As of December 31, 2020, the Company was authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock automatically convert into shares of Class A common stock at the time of a business combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a business combination, including pursuant to a specified future issuance (which does not include the forward purchase shares described in the prospectus), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a business combination (net of the number of shares of Class A common stock redeemed in connection with a business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a business combination and any Private Placement Warrants issued to the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors and any forward purchase shares.

WARRANT LIABILITY

11 Months Ended

Dec. 31, 2020

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 9. WARRANT LIABILITY

As of December 31, 2020, the Company has 13,800,000 and 6,853,333 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a business combination.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a business combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company has agreed to use its best efforts to cause the same to become effective within 60 business days following a business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the Public Warrants:

·

in whole and not in part;

·

at a price of $0.01 per warrant;

·

upon not less than 30 days’ prior written notice of redemption, or the 30‑day redemption period, to each warrant holder; and

·

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class common stock equals or exceeds $10.00 — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

·

in whole and not in part;

·

at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the “fair market value” of the Company’s Class A common stock;

·

upon a minimum of 30 days’ prior written notice of redemption;

·

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

·

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30‑day period after the written notice of redemption is given.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a business combination, subject to certain limited exceptions, and will be entitled to certain registration rights. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

INCOME TAX

11 Months Ended

Dec. 31, 2020

INCOME TAX

INCOME TAX

NOTE 10. INCOME TAX

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2020.

The Company’s net deferred tax assets are as follows:


	December 31,
	2020
Deferred tax asset
Net operating loss carryforward	$	—
Organizational costs/Startup expenses		754,457
Total deferred tax asset		754,457
Valuation allowance		(754,457)
Deferred tax asset, net of allowance	$	—

The income tax provision consists of the following:


	December 31,
	2020
Federal
Current	$	36,632
Deferred		(754,457)

State
Current	$	—
Deferred		—
Change in valuation allowance		754,457
Income tax provision	$	36,632

As of December 31, 2020, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 4, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $754,457.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


	December 31,
	2020
	(As Restated)
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Permanent difference - warrant liability	-20.46	%
Change in valuation allowance	-0.57	%
Income tax provision	-0.03	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

FAIR VALUE MEASUREMENTS

11 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 11. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $711 in cash, $414,279,198 in U.S. Treasury securities and $54,000 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2020, the Company withdrew $22,000 of interest earned on the Trust Account to pay for its franchise and income tax obligations.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:


		Amortized		Gross Holding
Held-To-Maturity	Level	Cost		Gain		Fair Value
U.S. Treasury Securities (Matured on 1/19/2021)	1	$	414,279,198	$	7,516	$	414,286,714


		December 31,
Description	Level	2020
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	54,000
Liabilities:
Public Warrants	1		90,942,000
Private Placement Warrants	2	$	45,163,464

Prior to the Public Warrants trading on active markets, the Company initially valued all the warrant liabilities using inputs that would be classified as Level 3. During fiscal 2020, the Public Warrants began to trade in active markets. Accordingly, the Company transferred all warrants out of Level 3 to Level 1 and Level 2. The Company determined the fair value of its Public Warrants are Level 1 financial instruments, as they are traded in active markets. Because any transfer of Private Placement Warrants from the initial holder of the Private Placement Warrants (other than to a permitted transferee) would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Placement Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments.


Level 3 roll-forward
Warrant Liabilities at February 4, 2020 (inception)	$	—
Issuance of Public and Private Warrants		7,641,733
Change in fair value of warrant liabilities		12,392,000
Transfer to Level 1		(13,386,000)
Transfer to Level 2		(6,647,733)
Level 3 amounts at December 31, 2020	$	—

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS	11 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2020
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS On January 11, 2021, Longview issued an unsecured promissory note (the “Note”) in the principal amount of up to $2,000,000 to the Sponsor, which principal amount can be drawn down from time to time in increments of no less than $10,000. The Note bore interest at a rate of 6.00% per annum, compounded annually and computed on the basis of the 360-day year, and was repayable in full upon consummation of the Company’s initial business combination. In the event of termination of the Business Combination Agreement pursuant to Section 7.1 of the Business Combination Agreement, (i) penalty interest shall accrue at an increased rate equal to 12.00% per annum, and (ii) prior to the repayment of amounts outstanding under the Note, the Sponsor was entitled to elect to convert any unpaid balance of the Note in whole or in part into warrants (the “Conversion Warrants”) equal to the principal amount of the Note so converted divided by $1.50. The terms of any such Conversion Warrants would be identical to the terms of the Private Placement Warrants. The Note was subject to customary events of default, the occurrence of which would automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. Prior to the completion of the Business combination, the Company drew down on the loan and it was repaid as part of the closing of the Business Combination. As described in Note 1, the Company completed the Business Combination on February 12, 2021. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described herein, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

11 Months Ended

Dec. 31, 2020

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) 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 equity. At all other times, common stock is classified as stockholders’ equity. 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, at December 31, 2020, the 25,625,283 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $23,205,663 were charged to stockholders’ equity and $286,189 was charged to the statement of operations upon the completion of the Initial Public Offering.

Warrant Liability

The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity, and concluded that they do not meet the criteria to be classified in stockholders' equity. Since the Public Warrants and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as current liabilities on the balance sheet at fair value with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

The warrant liability was measured at fair value upon issuance using certain estimated inputs required by the Lattice Model. The assumptions used to value the warrants were as follows:


	Inception date of warrants
Fair value of common stock	$	9.88
Conversion price	$	11.50
Risk free interest rate		0.4	%
Expected dividend yield		0	%
Expected term		5 years
Expected volatility		9.2	%

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Private Placement Warrants to purchase 20,653,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account less income and franchise taxes, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

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


	For the Period
	From
	February 4,
	2020
	(inception)
	Through
	December 31,
	2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	355,909
Income and Franchise Tax		(218,103)
Net Earnings	$	137,806
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		40,948,182
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(132,204,768)
Redeemable Net Earnings		(137,806)
Non-Redeemable Net Loss	$	(132,342,574)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		9,839,969
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(13.45)

Note: As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Excluding the warrant liability, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

11 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of restatement financial position

The impact of the restatement on the consolidated balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below.


	As of December 31, 2020
Balance Sheet	As Previously Reported		Restatement Adjustment		As Restated
ASSETS
Current assets
Cash	$	158,599		—	$	158,599
Prepaid expenses		159,476		—		159,476
Total Current Assets		318,075		—		318,075

Cash and held to maturity securities held in Trust Account		414,333,909		—		414,333,909
Total Assets	$	414,651,984		—	$	414,651,984

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	2,789,052		—	$	2,789,052
Income taxes payable		14,632		—		14,632
Total Current Liabilities		2,803,684		—		2,803,684

Warrant liability		—		136,105,464		136,105,464
Deferred underwriting fee payable		14,490,000		—		14,490,000
Total Liabilities		17,293,684		136,105,464		153,399,148

Commitments and contingencies

Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share		392,358,290		(136,105,460)		256,252,830

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 15,774,717 issued and outstanding (excluding 25,625,283 shares subject to possible redemption)		216		1,361		1,577
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035		—		1,035
Additional paid-in capital		8,453,607		128,748,555		137,202,162
Accumulated deficit		(3,454,848)		(128,749,920)		(132,204,768)
Total Stockholders’ Equity		5,000,010		(4)		5,000,006
Total Liabilities and Stockholders’ Equity	$	414,651,984		—	$	414,651,984


	For the Period from February 4, 2020 (inception) through December 31, 2020
Statement of Operations	As Previously Reported		Restatement Adjustment	As Restated
Loss from operations		(3,774,125)	—	(3,774,125)

Other income/ (expense):
Change in fair value of warrants		—	(128,463,731)	(128,463,731)
Transaction costs		—	(286,189)	(286,189)
Interest earned on marketable securities held in Trust Account		355,909	—	355,909

Loss before provision for income taxes		(3,418,216)	(128,749,920)	(132,168,136)
Provision for income taxes		(36,632)	—	(36,632)

Net loss	$	(3,454,848)	(128,749,920)	(132,204,768)

Weighted average shares outstanding of Class A redeemable common stock		40,948,182	—	40,948,182
Basic and diluted income per share, Class A redeemable common stock	$	—	—	—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		9,839,969	—	9,839,969
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.37)	(13.08)	(13.45)


	For the Period from February 4, 2020 (inception) through December 31, 2020
	As Previously Reported		Restatement Adjustment	As Restated
Statement of Cash Flows
Net loss	$	(3,454,848)	(128,749,920)	(132,204,768)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		—	128,463,731	128,463,731
Transaction costs allocated to warrant liability		—	286,189	286,189
Net cash used in operating activities		(1,166,549)	—	(1,166,549)
Net cash used in investing activities		(413,978,000)	—	(413,978,000)
Net cash provided by financing activities		415,303,148	—	415,303,148


	As of September 30, 2020
Unaudited Balance Sheet	As Previously Reported		Restatement Adjustment	As Restated
ASSETS
Current assets
Cash	$	759,102	—	$	759,102
Prepaid expenses		240,602	—		240,602
Total Current Assets		999,704	—		999,704

Cash and held to maturity securities held in Trust Account		414,222,151	—		414,222,151
Total Assets	$	415,221,855	—	$	415,221,855

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	280,690	—	$	280,690
Income taxes payable		29,152	—		29,152
Total Current Liabilities		309,842	—		309,842

Warrant liability		—	20,033,733		20,033,733
Deferred underwriting fee payable		14,490,000	—		14,490,000
Total Liabilities		14,799,842	20,033,733		34,833,575

Commitments and contingencies

Class A common stock, $0.0001 par value, 37,538,827 shares subject to possible redemption at $10.00 per share		395,422,010	(20,033,740)		375,388,270

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—	—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,861,173 issued and outstanding (excluding 37,538,827 shares subject to possible redemption)		186	—		186
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035	—		1,035
Additional paid-in capital		5,389,917	12,678,196		18,068,113
Accumulated deficit		(391,135)	(12,678,189)		(13,069,324)
Total Stockholders’ Equity		5,000,003	7		5,000,010
Total Liabilities and Stockholders’ Equity	$	415,221,855	—	$	415,221,855

	For the Three Months Ended September 30, 2020
Unaudited Statement of Operations	As Previously Reported		Restatement Adjustment		As Restated
Loss from operations	$	(462,905)		—	$	(462,905)

Other income/ (expense):
Change in fair value of warrants		—		(7,848,267)		(7,848,267)
Interest earned on marketable securities held in Trust Account		165,021		—		165,021

Loss before provision for income taxes		(297,884)		(7,848,267)		(8,146,151)
Provision for income taxes		(29,152)		—		(29,152)

Net loss	$	(327,036)	$	(7,848,267)	$	(8,175,303)

Weighted average shares outstanding of Class A redeemable common stock		41,400,000		—		41,400,000
Basic and diluted income per share, Class A redeemable common stock	$	—		—		—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.03)	$	(0.77)	$	(0.80)

	For the Period from February 4, 2020 (inception) through September 30, 2020
Unaudited Statement of Operations	As Previously Reported		Restatement Adjustment		As Restated
Loss from operations	$	(584,134)	$	—	$	(584,134)

Other income/ (expense):
Change in fair value of warrants		—		(12,392,000)		(12,392,000)
Transaction costs		—		(286,189)		(286,189)
Interest earned on marketable securities held in Trust Account		222,151		—		222,151

Loss before provision for income taxes		(361,983)		(12,678,189)		(13,040,172)
Provision for income taxes		(29,152)		—		(29,152)

Net loss	$	(391,135)	$	(12,678,189)	$	(13,069,324)

Weighted average shares outstanding of Class A redeemable common stock		40,617,323		—		40,617,323
Basic and diluted income per share, Class A redeemable common stock	$	—		—		—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.04)	$	(1.23)	$	(1.27)


	For the Period from February 4, 2020 (inception) through September 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Cash Flows
Net loss	$	(391,135)	$	(12,678,189)	$	(13,069,324)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		—		12,392,000		12,392,000
Transaction costs allocated to warrant liability		—		286,189		286,189
Net cash used in operating activities		(544,046)		—		(544,046)
Net cash used in investing activities		(414,000,000)		—		(414,000,000)
Net cash provided by financing activities		415,303,148		—		415,303,148

		As of June 30, 2020
Unaudited Balance Sheet	As Previously Reported		Restatement Adjustment		As Restated
ASSETS
Current assets
Cash	$	909,187	$	—	$	909,187
Prepaid expenses		340,399		—		340,399
Total Current Assets		1,249,586		—		1,249,586

Cash and held to maturity securities held in Trust Account		414,057,130		—		414,057,130
Total Assets	$	415,306,716		—	$	415,306,716

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	67,667		—	$	67,667
Income taxes payable		—		—		—
Total Current Liabilities		67,667		—		67,667

Warrant liability		—		12,185,466		12,185,466
Deferred underwriting fee payable		14,490,000		—		14,490,000
Total Liabilities		14,557,667		12,185,466		26,743,133

Commitments and contingencies

Class A common stock, $0.0001 par value, subject to possible redemption, 38,356,358 shares at $10.00 per share		395,749,040		(12,185,460)		383,563,580

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authourized; 3,043,642 issued or outstanding (excluding 38,356,325 shares subject to possible redemption)		183		—		183
Class B common stock, $0.0001 par value; 20,000,000 shares authourized; 10,350,000 issued or outstanding		1,035		—		1,035
Additional paid-in capital		5,062,890		4,829,917		9,892,807
Accumulated deficit		(64,099)		(4,829,923)		(4,894,022)
Total Stockholders’ Equity		5,000,009		(6)		5,000,003
Total Liabilities and Stockholders’ Equity	$	415,306,716	$	—	$	415,306,716

	For the Three Months Ended June 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Operations
Loss from operations	$	(120,229)	$	—	$	(120,229)

Other income/ (expense):
Change in fair value of warrants		—		(4,543,733)		(4,543,733)
Transaction costs		—		(286,189)		(286,189)
Interest earned on marketable securities held in Trust Account		57,130		—		57,130

Loss before provision for income taxes		(63,099)		(4,829,922)		(4,893,021)
Provision for income taxes		—		—		—

Net loss	$	(63,099)	$	(4,829,922)	$	(4,893,021)

Weighted average shares outstanding of Class A redeemable common stock		38,560,000		—		38,560,000
Basic and diluted income per share, Class A redeemable common stock	$	—		—		—

Weighted average shares outstanding of Class B non-redeemable common stock(1)		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.01)	$	(0.47)	$	(0.48)

	For the Period from February 4, 2020 (inception) through June 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Operations Loss from operations	$	(121,229)	$	—	$	(121,229)

Other income/ (expense):
Change in fair value of warrants		—		(4,543,733)		(4,543,733)
Transaction costs		—		(286,189)		(286,189)
Interest earned on marketable securities held in Trust Account		57,130		—		57,130

Loss before provision for income taxes		(64,099)		(4,829,922)		(4,894,021)
Provision for income taxes		—		—		—

Net loss	$	(64,099)	$	(4,829,922)	$	(4,894,021)

Weighted average shares outstanding of Class A redeemable common stock		38,560,000		—		38,560,000
Basic and diluted income per share, Class A redeemable common stock	$	—		—	$	—

Weighted average shares outstanding of Class B non-redeemable common stock		10,350,000		—		10,350,000
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.01)	$	(0.47)	$	(0.48)


	For the Period from February 4, 2020 (inception) through June 30, 2020
	As Previously Reported		Restatement Adjustment		As Restated
Unaudited Statement of Cash Flows
Net loss	$	(64,099)	$	(4,829,922)	$	(4,894,021)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants		—		4,543,733		4,543,733
Transaction costs allocated to warrant liability		—		286,189		286,189
Net cash used in operating activities		(393,961)		—		(393,961)
Net cash used in investing activities		(414,000,000)		—		(414,000,000)
Net cash provided by financing activities		415,303,148		—		415,303,148

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

11 Months Ended

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of fair value assumptions of warrant liability

The assumptions used to value the warrants were as follows:


	Inception date of warrants
Fair value of common stock	$	9.88
Conversion price	$	11.50
Risk free interest rate		0.4	%
Expected dividend yield		0	%
Expected term		5 years
Expected volatility		9.2	%

Schedule of calculation of basic and diluted net loss per share

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


	For the Period
	From
	February 4,
	2020
	(inception)
	Through
	December 31,
	2020 (As Restated)
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	355,909
Income and Franchise Tax		(218,103)
Net Earnings	$	137,806
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		40,948,182
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	—

Non-Redeemable Class A and B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(132,204,768)
Redeemable Net Earnings		(137,806)
Non-Redeemable Net Loss	$	(132,342,574)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class A and B Common Stock, Basic and Diluted (1)		9,839,969
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(13.45)

INCOME TAX (Tables)

11 Months Ended

Dec. 31, 2020

INCOME TAX

Schedule of Company's net deferred tax assets

The Company’s net deferred tax assets are as follows:


	December 31,
	2020
Deferred tax asset
Net operating loss carryforward	$	—
Organizational costs/Startup expenses		754,457
Total deferred tax asset		754,457
Valuation allowance		(754,457)
Deferred tax asset, net of allowance	$	—

Schedule of components of income tax provision

The income tax provision consists of the following:


	December 31,
	2020
Federal
Current	$	36,632
Deferred		(754,457)

State
Current	$	—
Deferred		—
Change in valuation allowance		754,457
Income tax provision	$	36,632

Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:


	December 31,
	2020
	(As Restated)
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Permanent difference - warrant liability	-20.46	%
Change in valuation allowance	-0.57	%
Income tax provision	-0.03	%

FAIR VALUE MEASUREMENTS (Tables)

11 Months Ended

Dec. 31, 2020

FAIR VALUE MEASUREMENTS

Schedule of gross holding gains and fair value of held-to-maturity securities

The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:


		Amortized		Gross Holding
Held-To-Maturity	Level	Cost		Gain		Fair Value
U.S. Treasury Securities (Matured on 1/19/2021)	1	$	414,279,198	$	7,516	$	414,286,714

Schedule of company's assets that are measured at fair value on a recurring basis


		December 31,
Description	Level	2020
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	54,000
Liabilities:
Public Warrants	1		90,942,000
Private Placement Warrants	2	$	45,163,464

Schedule of Fair value liabilities measured on recurring basis unobservable input reconciliation


Level 3 roll-forward
Warrant Liabilities at February 4, 2020 (inception)	$	—
Issuance of Public and Private Warrants		7,641,733
Change in fair value of warrant liabilities		12,392,000
Transfer to Level 1		(13,386,000)
Transfer to Level 2		(6,647,733)
Level 3 amounts at December 31, 2020	$	—

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)					11 Months Ended
	Feb. 12, 2021 USD ($) Vote $ / shares shares	Jun. 26, 2020 USD ($) $ / shares shares	Jun. 09, 2020 USD ($) $ / shares shares	May 26, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)
Proceeds from Issuance of Equity [Abstract]
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100.00%
Net proceeds deposited in Trust Account					$ 414,000,000
Aggregate proceeds held in Trust Account					414,333,909	$ 414,222,151	$ 414,057,130
Transaction costs					23,491,852
Underwriting fees					8,280,000
Deferred underwriting fees					14,490,000	$ 14,490,000	$ 14,490,000
Other costs					$ 721,852
Options
Proceeds from Issuance of Equity [Abstract]
Conversion ratio to receive shares upon merger	1.0383
Conversion ratio to receive shares upon exercise of option	1.0383
Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) \| shares		186,667	533,333	6,133,333
Purchase price \| $ / shares		$ 1.50	$ 1.50	$ 1.50
Gross proceeds from issuance of warrants		$ 280,000	$ 800,000	$ 9,200,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) \| shares					41,400,000
Gross proceeds from initial public offering				360,000,000
Net proceeds from initial public offering				$ 360,000,000
Net proceeds from initial public offering and private placement per unit (in dollars per share) \| $ / shares				$ 10.00
Transaction costs					$ 23,205,663
Initial Public Offering [Member] \| Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) \| shares				36,000,000
Over-Allotment Option [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares) \| shares		1,400,000	4,000,000
Purchase price \| $ / shares		$ 10.00	$ 10.00
Gross proceeds from initial public offering		$ 14,000,000	$ 40,000,000
Net proceeds deposited in Trust Account		14,000,000	40,000,000
Aggregate proceeds held in Trust Account		$ 414,000,000	$ 400,000,000
Class A Common Stock
Proceeds from Issuance of Equity [Abstract]
Stock conversion basis at time of business combination					1
Conversion of principal amount plus accrued interest into shares upon merger \| $ / shares	$ 10.00
Number of votes \| Vote	1
Shares outstanding prior to business combination \| shares	164,862,472
Class A Common Stock \| Forward purchase agreement
Proceeds from Issuance of Equity [Abstract]
Purchase price \| $ / shares	$ 10.00
Forward purchase agreement, Maximum value of shares purchased	$ 75,000,000
Forward purchase agreement, maximum number of shares \| shares	7,500,000
Class A Common Stock \| Legacy Longview Acquisition Corp
Proceeds from Issuance of Equity [Abstract]
Stock conversion basis at time of business combination	1
Shares outstanding prior to business combination \| shares	10,350,000
Class A Common Stock \| Legacy Butterfly Network Inc
Proceeds from Issuance of Equity [Abstract]
Conversion ratio to receive shares upon merger	1.0383
Class A Common Stock \| Legacy butterfly stockholders
Proceeds from Issuance of Equity [Abstract]
Shares outstanding prior to business combination \| shares	95,633,661
Class A Common Stock \| Longview stock holders
Proceeds from Issuance of Equity [Abstract]
Shares outstanding prior to business combination \| shares	41,378,811
Class A Common Stock \| PIPE Investment
Proceeds from Issuance of Equity [Abstract]
Purchase price \| $ / shares	$ 10.00
Subscription agreement, shares issued to PIPE investors \| shares	17,500,000
Shares outstanding prior to business combination \| shares	17,500,000
Class B Common Stock
Proceeds from Issuance of Equity [Abstract]
Number of votes \| Vote	20
Percentage of shares cease to own upon recapitalization	20.00%
Shares issued upon closing of business combination \| shares	26,426,937
Class B Common Stock \| Legacy Butterfly Network Inc
Proceeds from Issuance of Equity [Abstract]
Conversion ratio to receive shares upon merger	1.0383
Class B Common Stock \| Dr.Rothberg
Proceeds from Issuance of Equity [Abstract]
Percentage of equity interest held	76.20%

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of the Restatement Balance Sheet (Details) - USD ($)

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Feb. 03, 2020

Current assets

Cash

$ 158,599

$ 759,102

$ 909,187

Prepaid expenses

159,476

240,602

340,399

Total Current Assets

318,075

999,704

1,249,586

Cash and held to maturity securities held in Trust Account

414,333,909

414,222,151

414,057,130

Total Assets

414,651,984

415,221,855

415,306,716

Current liabilities

Total Current Liabilities

2,789,052

280,690

67,667

Income taxes payable

14,632

29,152

2,803,684

309,842

67,667

Warrant liability

136,105,464

20,033,733

12,185,466

14,490,000

153,399,148

34,833,575

26,743,133

Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share

256,252,830

375,388,270

383,563,580

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

0

137,202,162

18,068,113

9,892,807

(132,204,768)

(13,069,324)

(4,894,022)

5,000,006

5,000,010

5,000,003

$ 0

$ 414,651,984

$ 415,221,855

$ 415,306,716

Common stock Possible redemption (in dollars per share)

$ 0.0001

10.00

Preferred stock par value

$ 0.0001

Preferred stock shares authorized (in shares)

1,000,000

Preferred stock shares issued (in shares)

0

Preferred stock shares outstanding (in shares)

0

As Previously Reported

Current assets

Cash

$ 158,599

$ 759,102

$ 909,187

Prepaid expenses

159,476

240,602

340,399

Total Current Assets

318,075

999,704

1,249,586

Cash and held to maturity securities held in Trust Account

414,333,909

414,222,151

414,057,130

Total Assets

414,651,984

415,221,855

415,306,716

Current liabilities

Total Current Liabilities

2,789,052

280,690

67,667

Income taxes payable

14,632

29,152

2,803,684

309,842

67,667

14,490,000

17,293,684

14,799,842

14,557,667

Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share

392,358,290

395,422,010

395,749,040

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

0

8,453,607

5,389,917

5,062,890

(3,454,848)

(391,135)

(64,099)

5,000,010

5,000,003

5,000,009

414,651,984

415,221,855

415,306,716

Restatament Adjustments

Current liabilities

0

Warrant liability

136,105,464

20,033,733

12,185,466

0

136,105,464

20,033,733

12,185,466

Class A common stock, $0.0001 par value, 25,625,283 shares subject to possible redemption at $10.00 per share

(136,105,460)

(20,033,740)

(12,185,460)

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

0

128,748,555

12,678,196

4,829,917

(128,749,920)

(12,678,189)

(4,829,923)

(4)

7

(6)

0

$ 1,577

$ 186

$ 183

Common stock Possible redemption

$ 0.0001

25,625,283

37,538,827

38,356,358

Common stock Possible redemption (in dollars per share)

$ 10.00

Common stock, shares authorized (in shares)

$ 0.0001

200,000,000

Common stock, shares issued (in shares)

15,774,717

3,861,173

3,043,642

Common stock, shares outstanding (in shares)

15,774,717

3,861,173

3,043,642

Common stock, subject to possible redemption (in shares)

25,625,283

37,538,827

38,356,358

Class A Common Stock | As Previously Reported

Class A Common Stock | Restatament Adjustments

$ 216

$ 186

$ 183

1,361

$ 1,035

^[1]

$ 1,035

Common stock, shares authorized (in shares)

$ 0.0001

20,000,000

Common stock, shares issued (in shares)

10,350,000

Common stock, shares outstanding (in shares)

10,350,000

Class B Common Stock | As Previously Reported

Class B Common Stock | Restatament Adjustments

$ 1,035

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0

[1]	On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 6). All share and per share amounts have been retroactively restated for the dividend.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of the Restatement Operations (Details) - USD ($)

3 Months Ended

5 Months Ended

8 Months Ended

11 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Sep. 30, 2020

Dec. 31, 2020

$ (462,905)

$ (120,229)

$ (121,229)

$ (584,134)

$ (3,774,125)

Interest earned on marketable securities held in Trust Account

(7,848,267)

(4,543,733)

(12,392,000)

(128,463,731)

Transaction Costs

(286,189)

165,021

57,130

222,151

355,909

Provision for income taxes

(8,146,151)

(4,893,021)

(4,894,021)

(13,040,172)

(132,168,136)

(29,152)

(36,632)

$ (8,175,303)

$ (4,893,021)

$ (4,894,021)

$ (13,069,324)

$ (132,204,768)

Basic and diluted net loss per share (in dollars per share)

9,839,969

$ (13.45)

Basic and diluted net loss per share (in dollars per share)

41,400,000

38,560,000

40,617,323

40,948,182

$ 0.00

Basic and diluted net loss per share (in dollars per share)

10,350,000

9,839,969

^[1]

$ (0.80)

$ (0.48)

$ (1.27)

$ (13.45)

As Previously Reported

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ (462,905)

$ (120,229)

$ (121,229)

$ (584,134)

$ (3,774,125)

Interest earned on marketable securities held in Trust Account

0

165,021

57,130

222,151

355,909

Provision for income taxes

(297,884)

(63,099)

(64,099)

(361,983)

(3,418,216)

(29,152)

(36,632)

As Previously Reported | Class A Common Stock

$ (327,036)

$ (63,099)

$ (64,099)

$ (391,135)

$ (3,454,848)

Basic and diluted net loss per share (in dollars per share)

41,400,000

38,560,000

40,617,323

40,948,182

$ 0.00

As Previously Reported | Class B Common Stock

Basic and diluted net loss per share (in dollars per share)

10,350,000

9,839,969

$ (0.03)

$ (0.01)

$ (0.04)

$ (0.37)

Restatament Adjustments

Error Corrections and Prior Period Adjustments Restatement [Line Items]

$ 0

$ (7,848,267)

$ (4,543,733)

$ (12,392,000)

(128,463,731)

Transaction Costs

(286,189)

(7,848,267)

(4,829,922)

(12,678,189)

(128,749,920)

Restatament Adjustments | Class A Common Stock

$ (7,848,267)

$ (4,829,922)

$ (12,678,189)

$ (128,749,920)

Basic and diluted net loss per share (in dollars per share)

$ 0.00

Restatament Adjustments | Class B Common Stock

Basic and diluted net loss per share (in dollars per share)

$ (0.77)

$ (0.47)

$ (1.23)

$ (13.08)

[1]	On May 20, 2020, the Company effected a stock dividend of 1,725,000 shares with respect to the Class B common stock, resulting in the Sponsor holding an aggregate of 10,350,000 Founder Shares (see Note 6).

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Impact of the Restatement of Cash Flows (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended	11 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			$ (4,894,021)	$ (13,069,324)	$ (132,204,768)
Change in fair value of warrants	$ 7,848,267	$ 4,543,733	4,543,733	12,392,000	128,463,731
Transaction costs allocated to warrant liability		286,189	286,189	286,189	286,189
Net cash used in operating activities			(393,961)	(544,046)	(1,166,549)
Net cash used in investing activities			(414,000,000)	(414,000,000)	(413,978,000)
Net cash provided by financing activities			415,303,148	415,303,148	415,303,148
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(64,099)	(391,135)	(3,454,848)
Change in fair value of warrants					0
Net cash used in operating activities			(393,961)	(544,046)	(1,166,549)
Net cash used in investing activities			(414,000,000)	(414,000,000)	(413,978,000)
Net cash provided by financing activities			415,303,148	415,303,148	415,303,148
Restatament Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(4,829,922)	(12,678,189)	(128,749,920)
Change in fair value of warrants	$ 7,848,267	4,543,733	4,543,733	12,392,000	128,463,731
Transaction costs allocated to warrant liability		$ 286,189	$ 286,189	$ 286,189	286,189
Net cash used in operating activities					$ 0

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Additional Information (Details)	May 26, 2020 USD ($)
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Increase warrant liabilities	$ 6,709,333
Increase to accumulated deficit	$ 248,500

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	11 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020
Offering Costs [Abstract]
Offering costs related to IPO	$ 23,491,852
Unrecognized tax benefits	0
Accrued interest and penalties	0
Federal Depository Insurance Coverage	250,000
Initial Public Offering [Member]
Offering Costs [Abstract]
Offering costs related to IPO	23,205,663
Offering costs charged to operation statement	$ 286,189
Class A Common Stock
Net Loss Per Share
Antidilutive securities excluded from computation of earnings per share (in shares)	20,653,333
Common stock, subject to possible redemption (in shares)	25,625,283	37,538,827	38,356,358

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Assumptions of Fair Value of Warrants - (Details) - Warrant	11 Months Ended
	Dec. 31, 2020 $ / shares
Class of Warrant or Right [Line Items]
Fair value of common stock	$ 9.88
Conversion price	$ 11.50
Risk free interest rate	0.40%
Expected dividend yield	0.00%
Expected term	5 years
Expected volatility	9.20%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redeemable Class A Common Stock - (Details) - USD ($)	3 Months Ended		5 Months Ended	8 Months Ended	11 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest income	$ 165,021	$ 57,130	$ 57,130	$ 222,151	$ 355,909
Income and Franchise Tax					(218,103)
Net Earnings					$ 137,806
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted					40,948,182
Earnings/Basic and Diluted Redeemable Class A Common Stock					$ 0.00
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss			$ (4,894,021)	$ (13,069,324)	$ (132,204,768)
Redeemable Net Earnings					(137,806)
Non-Redeemable Net Loss					$ (132,342,574)
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Weighted average shares outstanding (in shares)					9,839,969
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock					$ (13.45)

INITIAL PUBLIC OFFERING (Details) - $ / shares				11 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Jun. 26, 2020	Jun. 09, 2020	May 26, 2020	Dec. 31, 2020
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)				41,400,000
Initial Public Offering [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)			36,000,000
Initial Public Offering [Member] \| Public Warrant
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)			0.33
Number of securities called by each warrant (in shares)			1
Exercise price of warrant (in dollars per share)			$ 11.50
Initial Public Offering [Member] \| Class A Common Stock
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)			1
Number of securities called by each warrant (in shares)			1
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	1,400,000	4,000,000
Unit price (in dollars per share)	$ 10.00	$ 10.00

PRIVATE PLACEMENT (Details) - Private Placement [Member] - USD ($)	Jun. 26, 2020	Jun. 09, 2020	May 26, 2020	Dec. 31, 2020
Private Placement Warrants [Abstract]
Units issued (in shares)	186,667	533,333	6,133,333
Share price (in dollars per share)	$ 1.50	$ 1.50	$ 1.50
Gross proceeds from issuance of warrants	$ 280,000	$ 800,000	$ 9,200,000
Class A Common Stock
Private Placement Warrants [Abstract]
Number of securities called by each warrant (in shares)				1
Warrants exercise price (in dollars per share)				$ 11.50

RELATED PARTY TRANSACTIONS, Founder Shares (Details)		1 Months Ended		11 Months Ended
RELATED PARTY TRANSACTIONS, Founder Shares (Details)	May 20, 2020 shares	Apr. 30, 2020 shares	Feb. 29, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2020 shares	Jun. 30, 2020 shares	Jun. 26, 2020 shares
Founder Shares [Abstract]
Proceeds from issuance of stock \| $				$ 25,000
Class A Common Stock
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)				15,774,717	3,861,173	3,043,642
Stock conversion basis at time of business combination				1
Class B Common Stock
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)				10,350,000	10,350,000	10,350,000
Founder Shares [Member] \| Class A Common Stock
Founder Shares [Abstract]
Stock conversion basis at time of business combination				1
Stock price trigger to transfer, assign or sell any shares of the company, after completion of business combination (in dollars per share) \| $ / shares				$ 12.00
Number of trading days				20 days
Trading day threshold period				30 days
Threshold period after initial business combination				150 days
Founder Shares [Member] \| Class B Common Stock
Founder Shares [Abstract]
Shares issued (in shares)	10,350,000
Number of shares transferred		75,000
Number of shares with respect to which stock dividend is effected	1,725,000
Common stock, shares outstanding (in shares)	10,350,000
Number of shares subject to forfeiture (in shares)	1,350,000
Ownership interest, as converted percentage	20.00%
Number of shares no longer subject to forfeiture (in shares)							1,350,000
Threshold period not to to transfer, assign or sell any shares of the company, after completion of business combination				1 year
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock
Founder Shares [Abstract]
Shares issued (in shares)			8,625,000
Proceeds from issuance of stock \| $			$ 25,000
Founder Shares [Member] \| Directors [Member] \| Class B Common Stock
Founder Shares [Abstract]
Number of shares transferred		25,000

RELATED PARTY TRANSACTIONS, Promissory Note, Administrative Support Agreement and Related Party Loans (Details) - USD ($)				11 Months Ended
	May 27, 2020	May 26, 2020	Feb. 12, 2020	Dec. 31, 2020
Related Party Transactions [Abstract]
Repayment of debt to related party				$ 191,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transactions [Abstract]
Repayment of debt to related party	$ 191,000
Sponsor [Member] \| Promissory Note [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Related party transaction			$ 300,000
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transactions [Abstract]
Monthly related party fee		$ 10,000
Related party expense				70,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member]
Related Party Transactions [Abstract]
Loans outstanding				0
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] \| Working Capital Loans [Member] \| Maximum [Member]
Related Party Transactions [Abstract]
Maximum loans converted into warrants				$ 2,000,000

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	11 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020
Underwriting Agreement
Underwriting fee discount (in dollars per share)	$ 0.20
Underwriting expense	$ 8,280,000
Deferred underwriting discount (in dollars per share)	$ 0.35
Deferred underwriting fees	$ 14,490,000	$ 14,490,000	$ 14,490,000

STOCKHOLDERS' EQUITY (Details)	11 Months Ended
STOCKHOLDERS' EQUITY (Details)	Dec. 31, 2020 $ / shares shares	Sep. 30, 2020 $ / shares shares	Jun. 30, 2020 $ / shares shares
Stockholders' Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Class A Common Stock
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	200,000,000	200,000,000	200,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Voting right per share	one
Common stock, shares issued (in shares)	15,774,717	3,861,173	3,043,642
Common stock, shares outstanding (in shares)	15,774,717	3,861,173	3,043,642
Common stock, subject to possible redemption (in shares)	25,625,283	37,538,827	38,356,358
Stock conversion basis at time of business combination	1
Class B Common Stock
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)	20,000,000	20,000,000	20,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)	10,350,000	10,350,000	10,350,000
Common stock, shares outstanding (in shares)	10,350,000	10,350,000	10,350,000
Stock conversion percentage threshold	20.00%

WARRANT LIABILITY (Details)	11 Months Ended
WARRANT LIABILITY (Details)	Dec. 31, 2020 $ / shares shares
Warrants [Abstract]
Period to exercise warrants during public offerings	12 months
Period to exercise warrants during business combination	30 days
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Percentage of exercise price of public warrants is adjusted higher than the market value of newly issued price	115.00%
Percentage of redemption triggered price is adjusted higher than the market value of newly issued price	180.00%
Public Warrant
Warrants [Abstract]
Warrant outstanding \| shares	13,800,000
Private Warrants
Warrants [Abstract]
Warrant outstanding \| shares	6,853,333
Private Placement [Member]
Warrants [Abstract]
Limitation period to transfer, assign or sell warrants	30 days
Warrants Redemption, Common Stock Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Redemption period	30 days
Number of trading days	20 days
Trading day threshold period	30 days
Warrants Redemption, Common Stock Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Period Only To Redeem Outstanding Warrants After Warrants Become Exercisable	90 days
Warrant redemption price (in dollars per share)	$ 0.10
Notice period to redeem warrants	30 days
Redemption period	30 days
Class A Common Stock
Warrants [Abstract]
Additional shares issued with the closing of business combination (in dollars per share)	$ 9.20
Class A Common Stock \| Warrants Redemption, Common Stock Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Share price (in dollars per share)	18.00
Class A Common Stock \| Warrants Redemption, Common Stock Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10.00

INCOME TAX - Net deferred tax assets (Details)	Dec. 31, 2020 USD ($)
Deferred tax assets:
Net operating loss carryforward	$ 0
Organizational costs/Startup expenses	754,457
Total deferred tax assets	754,457
Valuation allowance	(754,457)
Deferred tax asset, net of allowance	$ 0

INCOME TAX - Income tax provision (Details) - USD ($)	3 Months Ended	8 Months Ended	11 Months Ended
INCOME TAX - Income tax provision (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Federal
Current			$ 36,632
Deferred			(754,457)
State
Current			0
Deferred			0
Change in valuation allowance			754,457
Income tax provision	$ 29,152	$ 29,152	$ 36,632