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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)10-Q

(Mark One)

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For the quarterly period ended September 30, 20212022

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For the transition period from _______ to _______

Commission File Number 001-40421

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

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As of March 30,November 21, 2022, there were 14,375,0002,296,058 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 3,593,750 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

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EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Aries I Acquisition Corporation (the "Company") as of September 30, 2021 and for the three months and nine months ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 22, 2021 (the “Q3 Form 10-Q”).

On November 22, 2021, the Company filed the Q3 Form 10-Q, which included a Note 2, Restatement of Previously Issued Financial Statements (“Note 2”), that describes a restatement to the Company’s 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”) on May 21, 2021 as well as additional offering costs related to the excess of fair value over purchase price for the sale of indirect interests in the Founder Shares by the Sponsor to certain anchor investors in connection with their participation in the Company’s Initial Public Offering that was not previously accounted for. As described in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares 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. 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 as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. 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.

On March 10, 2022, the Company's management and  the audit committee of the Company’s board of directors (the “Audit Committee”) identified that the Company's Q3 Form 10-Q issued on November 22, 2021 omitted the warrant liability associated with public warrants of the Company in error. As a result, the Company's management and the Audit Committee concluded that the Company’s previously issued unaudited interim financial statements included in the Q3 Form 10-Q, filed with the SEC on November 22, 2021, should no longer be relied upon and that it is appropriate to restate such previously issued unaudited interim financial statements.

The Company determined that none of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

The Company’s management has concluded that in light of the omission of the warrant liability associated with the recording of the public warrants of the Company described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective for the period noted above. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to this Quarterly Report on Form 10-Q/A.

Except as described above, this First Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this First Amendment does not reflect or purport to reflect any information or events occurring after the date of filing of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this First Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

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PART 1 – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ARIES I ACQUISITION CORPORATION

CONDENSED BALANCE SHEET (AS RESTATED, SEE NOTE 2)

SEPTEMBER 30, 2021

(UNAUDITED)SHEETS

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ARIES I ACQUISITION CORPORATION

CONDENSED STATEMENTSTATEMENTS OF OPERATIONS (AS RESTATED, SEE NOTE 2)

(UNAUDITED)

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ARIES I ACQUISITION CORPORATION

CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS (AS RESTATED, SEE NOTE 2)

FOR THE PERIOD FROM JANUARY 15, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(UNAUDITED)

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NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Aries I Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on January 15, 2021. The Company was formed for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021,2022, the Company had not commenced any operations. All activity for the period January 1, 2022 through September 30, 2022 and for the period from January 15, 2021 (inception) through September 30,December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generategenerates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering.

The registration statement for the Initial Public Offering was declared effective on May 18, 2021. On May 21, 2021, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,875,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000, which is discussed in Note 4.3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,456,250 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Aries Acquisition Partners, Ltd. (the “Sponsor”), generating gross proceeds of $4,456,250, which is described in Note 5.4.

Following the closing of the Initial Public Offering on May 21, 2021, an amount of $146,768,750 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”) and were invested only in U.S. government securities with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury bills, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $11,248,466, consisting of $2,875,000 of cash underwriting fees, $6,468,750 of deferred underwriting fees, $1,369,500 of anchor investor offering costs and $535,216 of other costs. The Company was reimbursed $2,156,250 by the underwriters for such transaction costs. In addition, at September 30, 2021, $817,3312022, $25,856 of cash was held outside of the Trust Account and is available for working capital purposes.

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

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The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6)5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive (a) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination, (b) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 12 months (or up to 1827 months if the Company extends the period of time to consummate a business combination) from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (c) rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 12 months from the closing of the Initial Public Offering or during any extension period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial Business Combination 12 months (or up to 1827 months if the Company extends the period of time to consummate a business combination) from the closing of the Initial Public Offering. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).

The Company will haveoriginally had until May 21, 2022 (or November 21, 2022 if the Company extendsextended the period of time to the maximum extent possible)possible as of May 21, 2022) to complete a Business Combination (the “Combination Period”). IfOn May 13, 2022, the Company is unable to complete a Business Combination withinnotified the Combination Period, the Company will (i) cease all operations except for the purposetrustee of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will beit was extending the time available to fund the redemptionCompany to consummate a Business Combination from May 21, 2022 to August 21, 2022. Pursuant to the terms of the Public Shares. Intrust agreement, the eventCompany’s sponsor, Aries Acquisition Partners, Ltd., deposited an aggregate of such distribution, it is possible that$1,078,125 (the “First Extension Payment”) into the per share valueCompany’s operating account on May 19, 2022, on behalf of the assets remaining available for distribution will be less thanCompany. The funds from the Initial Public Offering price per Unit ($10.00)First Extension Payment were then immediately transferred from the operating account into the Trust Account. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the “First Extension Loan”).

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As approved by its shareholders at an extraordinary general meeting of shareholders held on August 12, 2022 (the “Meeting”), on August 15, 2022, Company entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated as of May 18, 2021, with Continental Stock Transfer & Trust Company (the “Trust Agreement”). Pursuant to the Trust Amendment, (1) the Company has the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from August 21, 2022 to August 21, 2023 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $120,000 and (b) $0.035 for each Class A ordinary share outstanding after giving effect to the Redemption (as defined below) and (2) the Company is required to hold the assets solely in cash from and after the effectiveness of the Trust Amendment. As approved by its shareholders at the Meeting on August 12, 2022, the Company adopted its Second Amended and Restated Articles of Association on August 12, 2022 (the “Charter Amendment”), giving the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023. In connection with the shareholders’ vote at the Meeting, 12,078,942 ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $123.3 million (approximately $10.21 per share) was removed from the Trust Account to pay such holders and approximately $23.4 million remained in the Trust Account as of the date of payment. Following the aforementioned redemptions, the Company had 5,889,808 ordinary shares outstanding, which includes 2,296,058 Public Shares and 3,593,750 Founder Shares (as defined in Note 5).

On August 16, 2022, the Company notified the trustee of the Company’s Trust Account that it was extending the time available to the Company to consummate its initial Business Combination from August 21, 2022 to September 21, 2022 (the “Second Extension”). Pursuant to the terms of the Trust Agreement, on August 18, 2022, in connection with the Second Extension, the Sponsor deposited an aggregate of $80,362.03 (the “Second Extension Payment”) into the Trust Account, on behalf of the Company. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the “Second Extension Loan”).

On September 13, 2022, the Company notified the trustee of the Company’s Trust Account that it was extending the time available to the Company to consummate its initial business combination from September 21, 2022 to October 21, 2022 (the “Third Extension”). Pursuant to the terms of the Trust Agreement, on September 16, 2022, in connection with the Third Extension, the Sponsor deposited an aggregate of $80,362.03 (the “Third Extension Payment”) into the Trust Account, on behalf of the Company. This deposit was made in respect of a non-interest bearing loan by the Sponsor to the Company (the “Third Extension Loan”).

If the Company completes a business combination by the then-effective termination date, the Company will repay the First, Second and Third Extension Loans out of the proceeds of the Trust Account released to the Company. If the Company does not complete its initial business combination by the then-effective termination date, the Company will only repay the First, Second and Third Extension Loans from funds held outside of the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per public share held in the Trust account as of the date of the liquidation of the Trust account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity8

Business Combination Agreement

On December 13, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Aries, Aries I Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Aries (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (“Infinite”). In accordance with the terms and subject to the conditions of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), each issued and outstanding share of common stock of Infinite will automatically be converted into a number of shares of Class A common stock of New Infinite (as defined below) equal to an exchange ratio (the “Exchange Ratio”) determined by dividing (A) the quotient of (x) $525,000,000 divided by (y) the number of shares of Class A common stock of Infinite outstanding immediately prior to the Closing (after giving effect to the conversion of certain outstanding promissory notes) by (B) $10.00 per share (the “Merger Consideration”).

On July 20, 2022, the parties to the Merger Agreement entered into the First Amendment to the Merger Agreement (the “Amendment”) pursuant to which, among other things, the parties agreed to (i) amend the termination date from November 21, 2022 to August 21, 2023 if, on or prior to August 21, 2022, the Company effectuates an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which it must consummate a business combination and (ii) amend the definition of Company Equity Value from $525 million to $527 million, which increase corresponds to the value of the share consideration being paid to SuperBitMachine, Inc.’s (“SBM”) shareholders in connection with Infinite’s recent acquisition of SBM. As approved by its shareholders at the Meeting on August 12, 2022, the Company adopted the Charter Amendment, giving the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023.

In addition, the holders of Class A common stock of Infinite immediately prior to the Closing will have the right to receive a pro-rata share of up to 50,000,000 additional shares of New Infinite Class A common stock upon the occurrence of each of certain earn-out triggering events, as follows: (i) 10,000,000 shares (the “$15.00 Earn Out Shares”) upon the date on which the volume weighted average closing sale price of one share of the Class A common stock of New Infinite as reported on Nasdaq over any twenty (20) consecutive trading day period (as equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into Class A common stock of New Infinite), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to the Class A common stock of New Infinite) (such price, the “Share Price”) is equal to or greater than $15.00 per share at any time during the period beginning at the Closing and ending on the five-year anniversary of the Closing date (the “Earn Out Period”); (ii) 10,000,000 shares (the “$17.50 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $17.50 per share during the Earn Out Period; (iii) 10,000,000 shares (the “$20.00 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $20.00 per share during the Earn Out Period; (iv) 10,000,000 shares (the “$22.50 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $22.50 per share during the Earn Out Period; and (v) 10,000,000 shares (the “$25.00 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $25.00 per share during the Earn Out Period.

Going Concern

As of September 30, 2021,2022, the Company had $817,331 of$25,856 in cash held outside of the Trust Account and a working capital deficit of $992,103.

$3,383,941. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs prioror complete a Business Combination by December 21, 2022 (or August 21, 2023 if the Company extends the period to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 6). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity will be satisfied through the net proceeds from the private placement held outside of the Trust Account and proceeds available to the Company under the Working Capital Loan (as defined in Note 6).

Based on the foregoing, management believes thatmaximum extent possible), then the Company will cease all operations except for the purpose of liquidating. See Note 10—Subsequent Events for additional information.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have sufficient working capital and borrowing capacitybeen made to meet its needs through the earliercarrying amounts of assets or liabilities should the consummation ofCompany be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or one year from this filing. Over this time period, the Company will be using the funds held outsideobtain approval for an extension.

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Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying unaudited condensed financial statements and such condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As Previously Filed

The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely withinaddition, the controlUnited States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the Company requireforegoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements as of May 21, 2021 and June 30, 2021 to classify all Class A ordinary shares as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside of permanent equity. The Company also recorded additional offering costs related to the excess of fair value over purchase price for the sale of indirect interests in the Founder Shares by the Sponsor to certain anchor investors in connection with their participation in the Company’s Initial Public Offering that was not previously accounted for (see Note 6).adversely affected.