Cover Page - USD ($) |
6 Months Ended | |
|---|---|---|
Dec. 31, 2020 |
Mar. 29, 2021 |
|
| Document Information [Line Items] | ||
| Document Type | 10-K/A | |
| Amendment Flag | true | |
| Document Period End Date | Dec. 31, 2020 | |
| Document Fiscal Year Focus | 2020 | |
| Entity Registrant Name | EXECUTIVE NETWORK PARTNERING CORP | |
| Entity Central Index Key | 0001816261 | |
| Document Annual Report | true | |
| Document Transition Report | false | |
| Document Fiscal Period Focus | FY | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Address, State or Province | MA | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Voluntary Filers | No | |
| Entity Well-known Seasoned Issuer | No | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | true | |
| Entity Public Float | $ 422,114,400 | |
| ICFR Auditor Attestation Flag | false | |
| Amendment Description | This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends the Amendment No. 1 to the Annual Report on Form 10-K/A of Executive Network Partnering Corporation (First Amended Filing), for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”). On November 12, 2021, the Company filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 2021 Form 10-Q”), which included a section within Note 2, Revision to Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on September 18, 2020. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. As a result, management corrected the error by reclassifying all Class A common stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share of common stock calculation to allocate income and losses shared pro rata among the three classes of common stock. This presentation differs from the previously presented method of earnings per share of common stock, which was similar to the two-class method. The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously reported financial statements in Note 2 to its Q3 2021 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share of common stock is material quantitatively and it should restate its previously issued financial statements. Therefore, on December 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of September 18, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with SEC on June 1, 2021 (the “2020 Form 10-K/A Amendment No.1), (ii) audited financial statements included in the Company’s 2020 Form 10-K/A Amendment No. 1, (iii) unaudited condensed financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020, (iv) unaudited condensed financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021, reported as revised in the Q3 Form 10-Q, and (iv) a section within footnote 2 to unaudited condensed financial statements and Item 4 included in the Q3 Form 10-Q, (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and calculate earnings per share of common stock pro rata among the three classes of common stock and should no longer be relied upon. As such, the Company is restating in this Form 10-K/A, the Post IPO Balance Sheet and audited financial statements included in the 2020 From 10-K/A Amendment No.1, and the unaudited condensed financial statements for the quarterly period ended September 30, 2020. The unaudited condensed financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in Amendment No. 1 to the Form 10-Q for the period ended September 30, 2021. The restatement did not have any impact on its cash position and cash held in the trust account established in connection with the IPO. After re-evaluation, the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. This Amendment No. 2 sets forth the Original Form 10-K in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. The following items have been amended as a result of the restatement: Part I, Item 1A, Risk Factors Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8, Financial Statements and Supplementary Data Part II, Item 9A, Controls and Procedures In accordance with applicable SEC rules, this Amendment No. 2 on Form 10-K/A includes an updated signature page and certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1 and 32.1 as required by Rule 12b-15. Except as described above, this Amendment No. 2 does not amend or update any other information contained in the First Amended Filing. This Amendment No. 2 does not purport to reflect any information or events subsequent to the First Amended Filing, except as expressly described herein. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing, and with our filings with the SEC subsequent to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. | |
| Entity File Number | 001-39521 | |
| Entity Address, Address Line One | 137 Newbury Street | |
| Entity Address, Address Line Two | 7th Floor | |
| Entity Address, City or Town | Boston | |
| Entity Address, Postal Zip Code | 02116 | |
| Entity Tax Identification Number | 85-1669324 | |
| City Area Code | 857 | |
| Local Phone Number | 362-9205 | |
| Capital Units [Member] | ||
| Document Information [Line Items] | ||
| Trading Symbol | ENPC.U | |
| Title of 12(b) Security | CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | |
| Security Exchange Name | NYSE | |
| Common Class A [Member] | ||
| Document Information [Line Items] | ||
| Trading Symbol | ENPC | |
| Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
| Security Exchange Name | NYSE | |
| Entity Common Stock, Shares Outstanding | 42,014,000 | |
| Warrant [Member] | ||
| Document Information [Line Items] | ||
| Trading Symbol | ENPC WS | |
| Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
| Security Exchange Name | NYSE | |
| Common Class B [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 300,000 | |
| Common Class F [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 828,000 |