10-Q/A
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page No. | ||||||
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Item 1. | 1 | |||||
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Item 2. | 19 | |||||
Item 3. | 22 | |||||
Item 4. | 23 | |||||
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Item 1. | 23 | |||||
Item 1A. | 23 | |||||
Item 2. | 23 | |||||
Item 3. | 24 | |||||
Item 4. | 24 | |||||
Item 5. | 24 | |||||
Item 6. | 24 | |||||
Assets | ||||
Current assets: | ||||
Cash | $ | 2,797,895 | ||
Prepaid expenses | 1,409,464 | |||
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Total current assets | 4,207,359 | |||
Investments held in Trust Account | 311,163,203 | |||
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Total Assets | $ | 315,370,562 | ||
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Liabilities and Shareholders’ Equity: | ||||
Current liabilities: | ||||
Accounts payable | $ | 1,694,343 | ||
Accrued expenses | 93,534 | |||
Accrued expenses-related party | 10,000 | |||
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Total current liabilities | 1,797,877 | |||
Deferred underwriting commissions | 10,890,707 | |||
Derivative warrant liabilities | 14,724,600 | |||
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Total liabilities | 27,413,184 | |||
Commitments and Contingencies | ||||
Class A ordinary shares; 28,295,737 shares subject to possible redemption at $10.00 per share | 282,957,370 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,820,568 shares issued and outstanding (excluding 28,295,737 shares subject to possible redemption) | 282 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,779,076 shares issued and outstanding | 778 | |||
Additional paid-in capital | 5,318,731 | |||
Accumulated deficit | (319,783 | ) | ||
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Total shareholders’ equity | 5,000,008 | |||
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Total Liabilities and Shareholders’ Equity | $ | 315,370,562 | ||
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Assets | ||||
Current assets: | ||||
Cash | $ | 2,797,895 | ||
Prepaid expenses | 1,409,464 | |||
Total current assets | 4,207,359 | |||
Investments held in Trust Account | 311,163,203 | |||
Total Assets | $ | 315,370,562 | ||
Liabilities and Shareholders’ Deficit: | ||||
Current liabilities: | ||||
Accounts payable | $ | 1,694,343 | ||
Accrued expenses | 93,534 | |||
Accrued expenses-related party | 10,000 | |||
Total current liabilities | 1,797,877 | |||
Deferred underwriting commissions | 10,890,707 | |||
Derivative warrant liabilities | 14,724,600 | |||
Total liabilities | 27,413,184 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption; 31,116,305 shares at redemption value of $10.00 | 311,163,050 | |||
Shareholders’ Deficit: | ||||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized (excluding 31,116,305 shares subject to possible redemption) | 0 | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,779,076 shares issued and outstanding | 778 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (23,206,450 | ) | ||
Total shareholders’ deficit | (23,205,672 | ) | ||
Total Liabilities and Shareholders’ Deficit | $ | 315,370,562 | ||
General and administrative expenses | $ | 128,476 | ||
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Loss from operations | (128,476 | ) | ||
Other income (expense) | ||||
Change in fair value of derivative warrant liabilities | 271,160 | |||
Financing costs - warrant liabilities | (462,620 | ) | ||
Net gain on investments held in Trust Account | 153 | |||
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Total other income (expense) | (191,307 | ) | ||
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Net loss | $ | (319,783 | ) | |
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Weighted average shares outstanding of Redeemable Class A ordinary shares subject to redemption, basic and diluted | 28,282,899 | |||
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Basic and diluted net loss per ordinary share | $ | 0.00 | ||
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Weighted average shares outstanding of Non-Redeemable Class A and Class B ordinary shares, basic and diluted | 7,243,737 | |||
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Basic and diluted net loss per ordinary share | $ | (0.04 | ) | |
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General and administrative expenses | $ | 128,476 | ||
Loss from operations | (128,476 | ) | ||
Other income (expense) | ||||
Change in fair value of derivative warrant liabilities | 271,160 | |||
Financing costs - warrant liabilities | (462,620 | ) | ||
Net gain on investments held in Trust Account | 153 | |||
Total other income (expense) | (191,307 | ) | ||
Net loss | $ | (319,783 | ) | |
Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 3,067,805 | |||
Basic and diluted net loss per ordinary share | $ | (0.03 | ) | |
Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,964,134 | |||
Basic and diluted net loss per ordinary share | $ | (0.03 | ) | |
DEFICIT
Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance - January 13, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, less fair value of public warrants | 31,116,305 | 3,112 | — | — | 305,211,708 | — | 305,214,820 | |||||||||||||||||||||
Offering costs | — | — | — | — | (17,138,390 | ) | — | (17,138,390 | ) | |||||||||||||||||||
Sale of private placement warrants to Sponsor less fair value of private warrants | — | — | — | — | 175,731 | — | 175,731 | |||||||||||||||||||||
Forfeiture of Class B ordinary shares from Sponsor | — | — | (127,174 | ) | (13 | ) | 13 | — | — | |||||||||||||||||||
Shares subject to possible redemption | (28,295,737 | ) | (2,830 | ) | — | — | (282,954,540 | ) | — | (282,957,370 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (319,783 | ) | (319,783 | ) | |||||||||||||||||||
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Balance - March 31, 2021 (unaudited) | 2,820,568 | $ | 282 | 7,779,076 | $ | 778 | $ | 5,318,731 | $ | (319,783 | ) | $ | 5,000,008 | |||||||||||||||
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Ordinary Shares | Additional | Total | ||||||||||||||||||
Class B | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance - January 13, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | 7,906,250 | 791 | 24,209 | — | 25,000 | |||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption | — | — | (199,953 | ) | (22,886,667 | ) | (23,086,620 | ) | ||||||||||||
Sale of private placement warrants to Sponsor less fair value of private warrants | — | — | 175,731 | — | 175,731 | |||||||||||||||
Forfeiture of Class B ordinary shares from Sponsor | (127,174 | ) | (13 | ) | 13 | — | — | |||||||||||||
Net loss | — | — | — | (319,783 | ) | (319,783 | ) | |||||||||||||
Balance - March 31, 2021, as restated (unaudited) | 7,779,076 | $ | 778 | $ | 0 | $ | (23,206,450 | ) | $ | (23,205,672 | ) | |||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (319,783 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | |||
General and administrative expenses paid by related party under promissory note | 26,800 | |||
Change in fair value of derivative warrant liabilities | (271,160 | ) | ||
Financing costs - warrant liabilities | 462,620 | |||
Net gain on investments held in Trust Account | (153 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (1,409,464 | ) | ||
Accounts payable | 1,442,343 | |||
Accrued expenses | 23,534 | |||
Accrued expenses-related party | 10,000 | |||
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Net cash used in operating activities | (10,263 | ) | ||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (311,163,050 | ) | ||
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Net cash used in investing activities | (311,163,050 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 100 | |||
Repayment of note payable to related party | (171,742 | ) | ||
Proceeds received from initial public offering | 311,163,050 | |||
Proceeds received from private placement | 9,223,261 | |||
Offering costs paid | (6,243,461 | ) | ||
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Net cash provided by financing activities | 313,971,208 | |||
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Net increase in cash | 2,797,895 | |||
Cash - beginning of the period | — | |||
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Cash - ending of the period | $ | 2,797,895 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs included in accounts payable | $ | 252,000 | ||
Offering costs included in accrued expenses | $ | 70,000 | ||
Offering costs paid by related party under promissory note | $ | 144,842 | ||
Deferred underwriting commissions | $ | 10,890,707 | ||
Initial value of Class A ordinary shares subject to possible redemption | $ | 282,777,640 | ||
Change in value of Class A ordinary shares subject to possible redemption | $ | 179,730 | ||
Forfeiture of Class B ordinary shares from Sponsor | $ | 13 |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (319,783 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | |||
General and administrative expenses paid by related party under promissory note | 26,800 | |||
Change in fair value of derivative warrant liabilities | (271,160 | ) | ||
Financing costs - warrant liabilities | 462,620 | |||
Net gain on investments held in Trust Account | (153 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (1,409,464 | ) | ||
Accounts payable | 1,442,343 | |||
Accrued expenses | 23,534 | |||
Accrued expenses-related party | 10,000 | |||
Net cash used in operating activities | (10,263 | ) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (311,163,050 | ) | ||
Net cash used in investing activities | (311,163,050 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 100 | |||
Repayment of note payable to related party | (171,742 | ) | ||
Proceeds received from initial public offering | 311,163,050 | |||
Proceeds received from private placement | 9,223,261 | |||
Offering costs paid | (6,243,461 | ) | ||
Net cash provided by financing activities | 313,971,208 | |||
Net increase in cash | 2,797,895 | |||
Cash - beginning of the period | 0 | |||
Cash - ending of the period | $ | 2,797,895 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs included in accounts payable | $ | 252,000 | ||
Offering costs included in accrued expenses | $ | 70,000 | ||
Offering costs paid by related party under promissory note | $ | 144,842 | ||
Deferred underwriting commissions | $ | 10,890,707 | ||
Forfeiture of Class B ordinary shares from Sponsor | $ | 13 |
As of March 25, 2021 | As Previously Reported | Warrant Adjustment | Temporary Equity Adjustment | As Restated | ||||||||||||
Total assets | $ | 314,189,950 | $ | — | $ | — | $ | 314,189,950 | ||||||||
Total current liabilities | $ | 525,842 | — | — | $ | 525,842 | ||||||||||
Deferred underwriting commissions | 10,890,707 | — | — | 10,890,707 | ||||||||||||
Derivative warrant liabilities | — | 14,995,760 | — | 14,995,760 | ||||||||||||
Total liabilities | 11,416,549 | 14,995,760 | — | 26,412,309 | ||||||||||||
Class A common stock subject to redemption | 297,773,400 | (14,995,760 | ) | 28,385,410 | 311,163,050 | |||||||||||
Preferred stock | 0 | 0 | 0 | — | ||||||||||||
Class A common stock | 134 | 150 | (284 | ) | — | |||||||||||
Class B common stock | 791 | — | — | 791 | ||||||||||||
Additional paid-in captial | 5,035,976 | 462,470 | — 5,498,446 | — | ||||||||||||
Accumulated deficit | (36,900 | ) | (462,620 | ) | (22,886,680 | ) | (23,386,200 | ) | ||||||||
Total stockholder’s equity | $ | 5,000,001 | $ | — | $ | (28,385,410 | ) | $ | (23,385,409 | ) | ||||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) | $ | 314,189,950 | $ | — | $ | — | $ | 314,189,950 | ||||||||
Class A ordinary shares subject to possible redemption | 29,777,340 | $ | (1,499,576 | ) | $ | 2,838,541 | 31,116,305 | |||||||||
Class A ordinary shares | 1,338 965 | $ | 1,499,576 | $ | (2,838,541 | ) | — |
March 31, 2021 | ||||||||||||
As Previously Reported | Adjustment | As Restated | ||||||||||
Class A ordinary shares subject to possible redemption | $ | 282,957,370 | $ | 28,205,680 | $ | 311,163,050 | ||||||
Class A ordinary shares—$0.0001 par value | 282 | (282 | ) | — | ||||||||
Additional paid-in-capital | 5,318,731 | (5,318,731 | ) | — | ||||||||
Accumulated deficit | (319,783 | ) | (22,886,667 | ) | (23,206,450 | ) | ||||||
Total Stockholders’ Equity (Deficit) | 5,000,008 | (28,205,680 | ) | (23,205,672 | ) | |||||||
Class A ordinary shares subject to possible redemption | 28,295,737 | 2,820,568 | 31,116,305 | |||||||||
Class A ordinary shares | 2,820,568 | (2,820,568 | ) | — |
Statement of changes in Shareholders’ Deficit for the period from January 13, 2021 (inception) through March 31, 2021 (unaudited) | As Previously Reported | Adjustment | As Restated | |||||||||
Sale of units in initial public offering, less fair value of public warrants | $ | 305,214,820 | $ | (305,214,820 | ) | $ | — | |||||
Offering costs | (17,138,390 | ) | 17,138,390 | — | ||||||||
Remeasurement of Class A ordinary shares subject to possible redemption | — | (23,086,620 | ) | (23,086,620 | ) | |||||||
Shares subject to possible redemption | (282,957,370 | ) | 282,957,370 | — |
Supplemental Disclosure of Noncash Financing Activities: | As Previously Reported | Adjustment | As Restated | |||||||||
Initial value of Class A ordinary shares subject to possible redemption | $ | 282,777,640 | $ | (282,777,640 | ) | $ | — | |||||
Change in value of Class A ordingary shares subject to possible redemption | 179,730 | (179,730 | ) | — |
For the period from January 13, 2021 (inception) through March 31, 2021: | Earnings per Share | |||||||||||
As Reported | Adjustment | As Adjusted | ||||||||||
Net loss | $ | (319,783 | ) | $ | — | $ | (319,783 | ) | ||||
Weighted average shares outstanding - Class A ordinary share | 28,282,899 | (25,215,094 | ) | 3,067,805 | ||||||||
Basic and dilued earnings per share - Class A ordinary shares | $ | — | $ | (0.03 | ) | $ | (0.03 | ) | ||||
Weighted average shares outstanding - Class B ordinary share | 7,243,737 | (279,603 | ) | 6,964,134 | ||||||||
Basic and dilued earnings per share - Class B ordinary shares | $ | (0.04 | ) | $ | 0.01 | $ | (0.03 | ) |
The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
For the period from January 13, 2021 (inception) through March 31, 2021 | ||||||||
Class A | Class B | |||||||
Basic and diluted net income (loss) per ordinary share | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ | (97,791 | ) | $ | (221,992 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average ordinary shares outstanding | 3,067,805 | 6,964,134 | ||||||
Basic and diluted net income (loss) per ordinary share | $ | (0.03 | ) | $ | (0.03 | ) | ||
The Company’s statement of operations includes a presentation of income (loss) per share for Redeemable Class A ordinary shares in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Redeemable Class A Ordinary Shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Ordinary shares subject to possible redemption outstanding since original issuance.
Net loss per share, basic and diluted, for Non-Redeemable Class A and Class B Ordinary Shares is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Ordinary Shares, by the weighted average number of non-redeemable ordinary share outstanding for the period.
Non-Redeemable Class A and Class B Ordinary Shares includes Founder Shares and non-redeemable shares of ordinary shares as these shares do not have any redemption features. Non-Redeemable Class A and Class B Ordinary Shares participates in the income or loss on marketable securities based on non-redeemable ordinary shares’ proportionate interest.
The basic and diluted loss per common share is calculated as follows:
For The Period from January 13, 2021 (inception) through March 31, 2021 | ||||
Class A Ordinary shares subject to possible redemption | ||||
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | ||||
Income from investments held in Trust Account | $ | 139 | ||
Less: Company’s portion available to be withdrawn to pay taxes | — | |||
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Net income attributable | $ | 139 | ||
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Denominator: Weighted average Class A Ordinary shares subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding | 28,282,899 | |||
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Basic and diluted net income per share | $ | 0.00 | ||
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Non-Redeemable Ordinary Shares | ||||
Numerator: Net Loss minus Net Earnings | ||||
Net loss | $ | (319,783 | ) | |
Less: Net income allocable to Class A ordinary shares subject to possible redemption | 139 | |||
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Non-redeemable net loss | $ | (319,922 | ) | |
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Denominator: weighted average Non-redeemable ordinary shares | ||||
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares | 7,243,737 | |||
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Basic and diluted net loss per share, Non-redeemable ordinary shares | $ | (0.04 | ) | |
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Gross Proceeds | $ | 311,163,050 | ||
Less: | ||||
Offering costs allocated to Class A shares subject to possible redemption | (17,138,390 | ) | ||
Proceeds allocated to Public Warrants at issuance | (5,948,230 | ) | ||
Plus: | ||||
Accretion on Class A ordinary shares subject to possible redemption amount | 23,086,620 | |||
Class A ordinary shares subject to possible redemption | $ | 311,163,050 | ||
redemption and are classified as temporary equity (see Note 8).
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account | $ | 311,163,203 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—public | $ | — | $ | — | $ | 5,801,650 | ||||||
Derivative warrant liabilities—private | $ | — | $ | — | $ | 8,922,950 |
March 22, 2021 | As of March 31, 2021 | |||||||
Share price | $ | 9.81 | $ | 9.81 | ||||
Volatility | 14.3 | % | 14.0 | % | ||||
Expected life of the options to convert | 6.53 | 6.50 | ||||||
Risk-free rate | 1.23 | % | 1.28 | % | ||||
Dividend yield | — | — |
March 22, 2021 | As of March 31, 2021 | |||||||
Share price | $ | 9.81 | $ | 9.81 | ||||
Volatility | 14.3 | % | 14.0 | % | ||||
Expected life of the options to convert | 6.53 | 6.50 | ||||||
Risk-free rate | 1.23 | % | 1.28 | % | ||||
Dividend yield | 0 | 0 |
Derivative warrant liabilities at January 13, 2021 (inception) | $ | — | ||
Issuance of Public and Private Warrants | 14,995,760 | |||
Change in fair value of derivative warrant liabilities | (271,160 | ) | ||
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Derivative warrant liabilities at March 31, 2021 | $ | 14,724,600 | ||
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Derivative warrant liabilities at January 13, 2021 (inception) | $ | 0 | ||
Issuance of Public and Private Warrants | 14,995,760 | |||
Change in fair value of derivative warrant liabilities | (271,160 | ) | ||
Derivative warrant liabilities at March 31, 2021 | $ | 14,724,600 | ||
During the course of preparing the quarterly report on Form 10-Q for the period from January 13, 2021 (inception) through March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated March 25, 2021, filed on Form 8-K on March 31, 2021 (the “Post-IPO Balance Sheet”).
On April 12, 2021, the staff of the Securities and Exchange Commission (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 equity. Since their issuance on March 21, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.
The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB 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 the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on March 21, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period.
The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows:
As of March 25, 2021 | ||||||||||||
As Previously Reported | Reclassification | As Reclassified | ||||||||||
Unaudited Condensed Balance Sheet | ||||||||||||
Total assets | $ | 314,189,950 | $ | — | $ | 314,189,950 | ||||||
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Liabilities and shareholders’ equity | ||||||||||||
Total current liabilities | $ | 525,842 | $ | — | $ | 525,842 | ||||||
Deferred underwriting commissions | 10,890,707 | — | 10,890,707 | |||||||||
Derivative warrant liabilities | — | 14,995,760 | 14,995,760 | |||||||||
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Total liabilities | 11,416,549 | 14,995,760 | 26,412,309 | |||||||||
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 297,773,400 | (14,995,760 | ) | 282,777,640 | ||||||||
Shareholders’ equity | ||||||||||||
Preference shares- $0.0001 par value | — | — | — | |||||||||
Class A ordinary shares - $0.0001 par value | 134 | 150 | 284 | |||||||||
Class B ordinary shares - $0.0001 par value | 791 | — | 791 | |||||||||
Additional paid-in-capital | 5,035,976 | 462,470 | 5,498,446 | |||||||||
Accumulated deficit | (36,900 | ) | (462,620 | ) | (499,520 | ) | ||||||
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Total shareholders’ equity | 5,000,001 | — | 5,000,001 | |||||||||
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Total liabilities and shareholders’ equity | $ | 314,189,950 | $ | — | $ | 314,189,950 | ||||||
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Note 11—12—Subsequent Events
Our statement of operations includesanti-dilutive under the treasury stock method. As a presentation ofresult, diluted net income (loss) per share is the same as basic net income (loss) per share for Redeemablethe period from January 13, 2021 (inception) through March 31, 2021. Accretion associated with the Class A Ordinaryordinary shares in a manner similar to the two-class method of income (loss) per share. Net income per ordinary share, basic and diluted, for Redeemable Class A Ordinary shares is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of ordinary shars subject to possible redemption outstanding since original issuance.
Net lossis excluded from earnings per share basic and diluted, for Non-Redeemable Class A and Class B Ordinary shares is calculated by dividingas the net loss, adjusted for income or loss on marketable securities attributable to Redeemable Class A Ordinary shares, by the weighted average numberredemption value approximates fair value.
Our2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, didsuch that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares subject to redemption and warrants issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of March 25, 2021 and its interim financial statements for the quarter ended March 31, 2021. Additionally, this material weakness could result in the proper accounting classification of certaina misstatement of the Warrants we issuedwarrant liability, Class A ordinary shares subject to redemption and related accounts and disclosures that would result in March 2021 which, due to its impact on oura material misstatement of the financial statements we determinedthat would not be prevented or detected on a timely basis.
allow timely decisions regarding required disclosure.
ARCLIGHT CLEAN TRANSITION CORP. II | ||
By: | /s/ John F. Erhard | |
Name: | John F. Erhard | |
Title: | Chief Executive Officer |