Annual report pursuant to Section 13 and 15(d)

Cover Page

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Cover Page - USD ($)
5 Months Ended
Dec. 31, 2020
Feb. 25, 2022
Jun. 30, 2020
Document Information [Line Items]      
Document Type 10-K/A    
Amendment Flag true    
Amendment Description EXPLANATORY NOTE References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to Prime Impact Acquisition I, unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of Prime Impact Acquisition I (the “Company”) for the period from July 21, 2020 (inception) through December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “Original Filing”) and subsequently amended on May 21, 2021 (the “First Amended Filing”). On November 12, 2021, Prime Impact Acquisition I (the “Company”) filed its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included in Note 2, Revision to Previously Reported Financial Statements (“Note 2”), a discussion of the revision to a portion of the Company’s previously issued financial statements for the classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”). As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares subject to redemption 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 stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. The Company’s management re-evaluated the conclusion and determined that the Class A ordinary shares subject to redemption included certain provisions that require classification of the Class A ordinary shares subject to redemption as temporary equity. As a result, management corrected the error by revising all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. Also in Note 2 of the Company’s Q3 Form 10-Q, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. As described above, originally, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously issued financial statements in Note 2 to its Q3 Form 10-Q. However, upon further consideration of the material nature of the changes, the Company determined the change in classification of the Class A ordinary shares subject to redemption and change to its presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial statements. Therefore, on January 24, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of September 14, 2020, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2020 (the “Offering Audited Balance Sheet”); (ii) audited financial statements included in the Company’s Annual Report on Form 10-K for the period from July 21, 2020 (inception) through December 31, 2020, as amended (the “2020 Form 10-K”); (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021; (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021; and (vi) Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form 10-Q (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. Similarly, other communications describing the Company’s financial statements and other related financial information covering the Affected Periods should no longer be relied upon. Additionally, the Audit Committee determined that it is appropriate to file (i) an amendment to its 2020 Form 10-K, including a restated Offering Audited Balance Sheet, restated unaudited interim financial statements for the quarterly period ended September 30, 2020, and restated audited financial statements for period from July 21, 2020 (inception) through December 31, 2020, and (ii) an amendment to its Q3 Form 10-Q (the “Q3 Form 10-Q/A”), including restated unaudited interim financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021, and a restated Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form 10-Q, in each case, reflecting the restatement of the Class A ordinary shares subject to redemption and the change to its presentation of earnings per share, as soon as practicable. The above changes did not have any impact on the Company’s cash position and investments 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 for complex securities during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q/A. We are filing this Amendment No. 2 to amend and restate the First Amended Filing with modification as necessary to reflect the restatements. The following items have been amended to reflect the restatements: 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 addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other information included in the Original Filing and the First Amended Filing is being amended or updated by this Amendment No. 2 and this Amendment No. 2 does not purport to reflect any information or events subsequent to the Original Filing. This Amendment No. 2 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the First Amended Filing and with our filings with the SEC subsequent to the Original Filing.    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Entity Registrant Name Prime Impact Acquisition I    
Entity Central Index Key 0001819175    
Entity Incorporation, State or Country Code E9    
Entity File Number 001-39501    
Entity Tax Identification Number 98-1554335    
Entity Address, Address Line One 123 E San Carlos Street    
Entity Address, Address Line Two Suite 12    
Entity Address, City or Town San Jose    
Entity Address, Country CA    
Entity Address, Postal Zip Code 95112    
City Area Code 650    
Local Phone Number 825-6965    
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share    
Trading Symbol PIAI    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Shell Company true    
ICFR Auditor Attestation Flag false    
Entity Public Float     $ 0
Auditor Name WithumSmith+Brown, PC    
Auditor Location New York    
Capital Units [Member]      
Document Information [Line Items]      
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-third of a Warrant to acquire one Class A ordinary share    
Trading Symbol PIAI.U    
Security Exchange Name NYSE    
Warrant [Member]      
Document Information [Line Items]      
Title of 12(b) Security Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50    
Trading Symbol PIAI.W    
Security Exchange Name NYSE    
Entity Common Stock, Shares Outstanding   13,371,770  
Common Class A [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   22,952,010  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   8,102,103