RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 (“Amendment 1”) The Company previously accounted for its outstanding Public Warrants (as defined in Note 9) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of share, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 5, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary share. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary share if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary share in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that certain warrant provisions preclude equity treatment replaced by, under the indexation guidance of ASC section 815-40. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on November 3, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. As Adjustments As Balance Sheet as of November 3, 2020 Warrant Liability $ — $ 3,600,000 $ 3,600,000 Ordinary Share Subject to Possible Redemption 69,519,462 (3,600,000 ) 65,919,462 Additional Paid-in Capital 5,012,274 112,550 5,124,824 Accumulated Deficit (12,265 ) (112,550 ) (124,815 ) Balance Sheet as of December 31, 2020 Warrant Liability $ — $ 20,700,000 $ 20,700,000 Ordinary Share Subject to Possible Redemption 69,455,198 (20,700,000 ) 48,755,198 Additional Paid-in Capital 5,076,538 17,212,546 22,289,088 Accumulated Deficit (76,533 ) (17,212,550 ) (17,289,083 ) Stockholders’ Equity 5,000,005 (4 ) 5,000,001 Statement of Operations for the Year ended December 31, 2020 Change in fair value of warrant liability $ — $ 17,100,000 $ 17,100,000 Transaction costs associated with warrant liability — 112,550 112,550 Net loss (67,226 ) (17,212,550 ) (17,279,776 ) Weighted average shares outstanding, Ordinary share subject to possible redemption 6,883,115 (356,436 ) 6,526,679 Basic and diluted net income per share, Ordinary share subject to possible redemption — — — Weighted average shares outstanding, Ordinary shares 1,972,758 56,484 2,029,242 Basic and diluted net loss per share, Ordinary shares (0.3 ) (8.49 ) (8.52 ) Statement of Changes in Shareholders’ Equity (Deficit) for the Year ended December 31, 2020 Sale of 7,500,000 Units, net of underwriting discounts and offering costs 70,756,736 (1,687,450 ) 69,069,286 Change in fair value of warrant liability 3,750,000 (3,750,000 ) — Cash paid in excess of fair value of Private Placement Warrants — 1,950,000 1,950,000 Ordinary Shares subject to possible redemption (69,455,198 ) 20,699,996 (48,755,202 ) Net loss $ (67,226 ) $ (17,212,550 ) $ (17,279,776 ) Statement of Cash Flow for the Year ended December 31, 2020 Net loss $ (67,226 ) $ (17,212,550 ) $ (17,279,776 ) Change in fair value of warrant liability — (17,100,000 ) (17,100,000 ) Transaction costs associated with warrant liability — (112,550 ) (112,550 ) Initial classification of Ordinary shares subject to possible redemption 65,519,462 400,000 65,919,462 Change in value of Ordinary shares subject to possible redemption (64,264 ) (17,099,996 ) (17,164,260 ) Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 (“Amendment 2”) In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Public Shares subject to possible redemption. The Company previously determined the Public Shares subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. In connection with the change in presentation for the ordinary shares subject to possible redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to all ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary share pro rata in the income (loss) of the Company. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Adjustment As Restated in Form 10-K Amendment 2 Balance Sheet as of November 3, 2020 Ordinary shares subject to possible redemption $ 65,919,462 $ 9,830,538 $ 75,750,000 Ordinary shares $ 5,124,824 $ (5,099,824 ) $ 25,000 Accumulated deficit $ (124,815 ) $ (4,730,714 ) $ (4,855,529 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (9,830,538 ) $ (4,830,529 ) Number of shares subject to redemption 6,526,679 973,321 7,500,000 Balance Sheet as of December 31, 2020 Ordinary shares subject to possible redemption $ 48,755,202 $ 26,996,002 $ 75,751,204 Ordinary shares $ 22,289,084 $ (22,264,084 ) $ 25,000 Accumulated deficit $ (17,289,083 ) $ (4,731,918 ) $ (22,021,001 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (26,996,002 ) $ (21,996,001 ) Number of shares subject to redemption 4,827,171 2,672,829 7,500,000 Statement of Operations for the Period Ended December 31, 2020 Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 6,526,679 (6,526,679 ) — Basic and diluted net income per share, Ordinary shares stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 2,029,242 (2,029,242 ) — Basic and diluted net loss (income) per share, Non-redeemable ordinary shares $ (8.52 ) $ 8.52 $ — Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption — 1,191,781 1,191,781 Basic and diluted net loss per share, Ordinary shares subject to possible redemption — $ (5.63 ) $ (5.63 ) Basic and diluted weighted average shares outstanding, Non-redeemable ordinary share — 1,875,000 1,875,000 Basic and diluted net loss per share, Non-redeemable ordinary shares $ — $ (5.63 ) $ (5.63 ) Statement of Changes in Shareholders’ Equity (Deficit) for the Period Ended December 31, 2020 Sale of 7,500,000 Units, net of underwriting discounts $ 69,069,286 (69,069,286 ) — Ordinary shares subject to possible redemption $ (48,755,202 ) 48,755,202 — Accretion for ordinary shares subject to redemption value $ — (6,681,918 ) (6,681,918 ) Total shareholders’ equity (deficit) $ 5,000,001 (26,996,002 ) (21,996,001 ) Statement of Cash Flows for the Period Ended December 31, 2020 Initial classification of ordinary shares subject to possible redemption 65,919,462 9,830,538 75,750,000 Change in value of ordinary shares subject to possible redemption (17,164,260 ) 17,165,464 1,204 |