RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC 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 provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the 260,000 warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (the “Private Warrants”). The Company previously accounted for the Private Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815”), the Company concluded that a provision in the warrant agreement related to certain transfer provisions precludes the Private Warrants from being accounted for as components of equity. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Private Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period of change. In addition, in preparation of the Company’s financial statements as of and for the year ended December 31, 2021, the Company concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, 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 considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against accumulated deficit. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: Adjustment #1 refer to reclassification of public warrants from warrant liabilities to equity component. Adjustment #2 refer to reclassification of all public shares to temporary equity. As Previously Balance Sheet as of July 28, 2020 (Audited) Reported Adjustments #1 Adjustments #2 As Restated Warrant Liabilities — 900,000 — 900,000 Ordinary shares subject to possible redemption 34,944,653 (900,000) 6,555,347 40,600,000 Ordinary shares 197 9 (80) 126 Additional paid-in capital 5,033,585 55,153 (5,088,738) — Accumulated deficit (33,779) (55,162) (1,466,529) (1,555,470) Total Shareholders’ Equity (Deficit) — (6,555,347) (1,555,344) Number of shares subject to possible redemption 3,442,823 (88,670) 645,847 4,000,000 Balance Sheet as of September 30, 2020 (Unaudited) Warrant Liabilities — 990,000 — 990,000 Ordinary shares subject to possible redemption 34,835,933 (990,006) 6,754,073 40,600,000 Ordinary shares 183 10 (67) 126 Additional paid-in capital 5,142,319 145,158 (5,287,477) — Accumulated deficit (142,500) (145,162) (1,466,529) (1,754,191) Total Shareholders’ Equity (Deficit) 5,000,002 6 (6,754,073) (1,754,065) Number of shares subject to possible redemption 3,431,787 (97,528) 665,741 4,000,000 Balance Sheet as of December 31, 2020 (Audited) Warrant Liabilities — 2,930,000 — 2,930,000 Ordinary shares subject to possible redemption 34,713,334 (2,929,997) 8,816,663 40,600,000 Ordinary shares 184 29 (87) 126 Additional paid-in capital 5,264,917 2,085,130 (7,350,047) — Accumulated deficit (265,097) (2,085,162) (1,466,529) (3,816,788) Total Shareholders’ Equity (Deficit) 5,000,004 (3) (8,816,663) (3,816,662) Number of shares subject to possible redemption 3,418,752 (288,562) 869,810 4,000,000 Statement of Operations for the three months ended September 30, 2020 (Unaudited) Offering expenses related to warrant issuance — (55,162) — (55,162) Change in fair value of warrant liabilities — (90,000) — (90,000) Net loss (109,200) (145,162) — (254,362) Weighted average shares outstanding, basic and diluted 1,577,353 62,648 (341,740) 1,298,261 Basic and diluted net loss per share, ordinary shares (0.07) (0.09) (0.80) (0.96) Statement of Operations for the nine months ended September 30, 2020 (Unaudited) Offering expenses related to warrant issuance — (55,162) — (55,162) Change in fair value of warrant liabilities — (90,000) — (90,000) Net loss (115,828) (145,162) — (260,990) Weighted average shares outstanding, basic and diluted 1,193,856 21,035 (15,110) 1,199,781 Basic and diluted net loss per share, ordinary shares (0.10) (0.12) (1.62) (1.84) Statement of Operations for the year ended December 31, 2020 (Audited) Offering expenses related to warrant issuance — (55,162) — (55,162) Change in fair value of warrant liabilities — (2,030,000) — (2,030,000) Net loss (238,425) (2,085,162) — (2,323,587) Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption 3,436,356 (93,861) (1,637,577) 1,704,918 Basic and diluted weighted average ordinary shares outstanding 1,353,312 40,262 (178,656) 1,214,918 Basic and diluted net loss per share, ordinary shares (0.19) (1.49) (0.37) (2.05) Statement of Cash Flows for the nine months ended September 30, 2020 (Unaudited) Offering expenses related to warrant issuance — 55,162 — 55,162 Change in fair value of warrant liabilities — 90,000 — 90,000 Net loss (115,828) (145,162) — (260,990) Initial classification of ordinary shares subject to possible redemption 34,944,655 — (34,944,655) — Change in value of ordinary shares subject to possible redemption (108,722) (90,006) 39,545,230 Allocation of offering costs to ordinary shares subject to possible redemption — — Accretion of carrying value to redemption value — — Statement of Cash Flows for the year ended December 31, 2020 (Audited) Offering expenses related to warrant issuance — 55,162 — 55,162 Change in fair value of warrant liabilities — 2,030,000 — 2,030,000 Net loss (238,425) (2,085,162) — (2,323,587) Initial classification of ordinary shares subject to possible redemption 34,944,655 — (34,944,655) — Change in value of ordinary shares subject to possible redemption (231,319) (2,029,999) 41,806,548 39,545,230 Allocation of offering costs to ordinary shares subject to possible redemption — — 2,616,574 2,616,574 Accretion of carrying value to redemption value — — 3,671,344 3,671,344 Statement of Changes in Shareholder’s Equity for the three and nine months ended September 30, 2020 (Unaudited) Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Additional Paid-in Capital 37,352,935 70,000 (70,000) 37,352,935 Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Total Shareholder’s (Deficit) Equity 37,353,335 70,000 (70,000) 37,353,335 Sale of 260,000 Private Units – Additional Paid-in Capital 2,599,974 (70,000) 70,000 2,599,974 Sale of 260,000 Private Units – Total Shareholder’s (Deficit) Equity 2,600,000 (70,000) 70,000 2,600,000 Ordinary shares subject to possible redemption – Additional Paid-in Capital (34,835,590) 989,996 (5,699,236) (39,544,830) Ordinary shares subject to possible redemption – Total Shareholder’s (Deficit) Equity (34,835,933) 990,006 (5,699,303) (39,545,230) Allocation of offering costs to ordinary shares subject to possible redemption – Additional Paid-in Capital — — 2,616,574 2,616,574 Allocation of offering costs to ordinary shares subject to possible redemption – Total Shareholder’s (Deficit) Equity — — 2,616,574 2,616,574 Accretion of carrying value to redemption value – Additional Paid-in Capital — — (2,204,815) (2,204,815) Accretion of carrying value to redemption value – Accumulated deficit — — (1,466,529) (1,466,529) Accretion of carrying value to redemption value – Total Shareholder’s (Deficit) Equity — — (3,671,344) (3,671,344) Statement of Changes in Shareholder’s Equity for the year ended December 31, 2020 (Audited) Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Additional Paid-in Capital 37,352,935 (774,838) 774,838 37,352,935 Sales of 4,000,000 Units, net of underwriting discounts and offering costs – Total Shareholder’s (Deficit) Equity 37,353,335 (774,838) 774,838 37,353,335 Sale of 260,000 Private Units – Additional Paid-in Capital 2,599,974 (70,000) 70,000 2,599,974 Sale of 260,000 Private Units – Total Shareholder’s (Deficit) Equity 2,600,000 (70,000) 70,000 2,600,000 Ordinary shares subject to possible redemption – Additional Paid-in Capital (34,712,992) 2,929,968 (7,761,806) (39,544,830) Ordinary shares subject to possible redemption – Total Shareholder’s (Deficit) Equity (34,713,334) 2,929,997 (7,761,893) (39,545,230) Allocation of offering costs to ordinary shares subject to possible redemption – Additional Paid-in Capital — — 2,616,574 2,616,574 Allocation of offering costs to ordinary shares subject to possible redemption – Total Shareholder’s (Deficit) Equity — — 2,616,574 2,616,574 Accretion of carrying value to redemption value – Additional Paid-in Capital — — (2,204,815) (2,204,815) Accretion of carrying value to redemption value – Accumulated deficit — — (1,466,529) (1,466,529) Accretion of carrying value to redemption value – Total Shareholder’s (Deficit) Equity — — (3,671,344) (3,671,344) |