Annual report pursuant to Section 13 and 15(d)

Document And Entity Information

v3.21.2
Document And Entity Information - USD ($)
9 Months Ended
Dec. 31, 2020
Mar. 31, 2021
Jun. 30, 2020
Document Information Line Items      
Entity Registrant Name DPCM Capital, Inc.    
Document Type 10-K/A    
Current Fiscal Year End Date --12-31    
Entity Public Float     $ 0
Amendment Flag true    
Amendment Description DPCM Capital, Inc. (“we,” “us,” “our,” “the company” or “our company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K/A (this “Amendment”) to amend and restate certain items of its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2021 (the “Original Filing”). Restatement Background On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Since their issuance on October 23, 2020 at the time of our initial public offering, our outstanding warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent registered public accounting firm, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, in consultation with the audit committee of our board of directors, we concluded that our previously issued financial statements as of December 31, 2020 and for the period from March 24, 2020 (inception) through December 31, 2020 included in the Original Filing should be restated because of a misapplication in the guidance around accounting for our outstanding warrants, and should no longer be relied upon (the “restatement”). Historically, the warrants were reflected as a component of equity as opposed to liabilities on our balance sheets and our statements of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with our historical interpretation of the specific provisions within the warrant agreement governing our warrants and our application of ASC 815-40 to the warrant agreement. We reassessed our accounting for the warrants issued on October 23, 2020 in light of the SEC Staff Statement. Based upon this reassessment, we determined that the warrants should be classified as liabilities measured at fair value upon issuance, with any subsequent changes in fair value reported in our statement of operations each reporting period. The change in accounting for the warrants did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the other non-cash adjustments to the previously reported financial statements or in any of the periods included in Item 8, Financial Statements and Supplementary Data in this report. The change in accounting for the warrants does not impact the amounts previously reported for our cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations. In connection with this Amendment, and in light of the restatement, our management has re-evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020. As a result of that re-evaluation, our management has concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective, due solely to a material weakness in internal control over financial reporting related to the accounting for warrants issued in connection with our initial public offering. For a discussion of management’s consideration of our disclosure controls and procedures, internal control over financial reporting and the material weakness identified, see Item 9A of this Amendment. We have not amended our previously filed Current Report on Form 8-K filed on October 29, 2020. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. Proposed Business Combination On May 19, 2021, we entered into a Business Combination Agreement pursuant to which we would acquire Jam City, Inc. through a series of related transactions (the “Proposed Business Combination”). See our Current Report on Form 8-K filed on May 25, 2021 for detailed information concerning the Proposed Business Combination. Items Amended This Amendment presents the Original Filing, amended and restated with modifications as necessary to reflect the restatement. The following items in the Original Filing have been amended: Item 1A, Risk Factors, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 8, Financial Statements and Supplementary Data, Item 9A, Controls and Procedures and Item 15, Exhibits and Financial Statement Schedules. In addition, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment (Exhibits 31.1, 31.2 and 32.1). Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.    
Entity Central Index Key 0001821742    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2020    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Shell Company true    
Entity Ex Transition Period false    
Document Transition Report false    
Entity File Number 001-39638    
Entity Incorporation, State or Country Code DE    
Entity Interactive Data Current Yes    
Class A Common Stock      
Document Information Line Items      
Entity Common Stock, Shares Outstanding   30,000,000  
Class B Common Stock      
Document Information Line Items      
Entity Common Stock, Shares Outstanding   7,500,000