Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021 or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on July 13, 2021. Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the planned merger. All inter-company accounts and transactions are eliminated in consolidation. Restatement to Previously Reported Financial Statements The Company applies ASC 480 in classifying and measuring is Class A ordinary shares. This included classifying the Class A ordinary shares subject to possible redemption in temporary equity in the Company’s condensed balance sheets. However, the Company’s Amended and Restated Memorandum and Articles of Association specify that it will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon closing a Business Combination. As such, the Company has historically maintained shareholders’ equity of at least $5,000,001 by classifying a portion of the outstanding Class A ordinary shares in permanent equity. In connection with the preparation of the Company’s condensed 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 presented its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that all of the Class A ordinary issued in the Initial Public Offering and Over-Allotment can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the initial and subsequent carrying value of temporary equity should include all outstanding Class A ordinary shares, irrespective of the aggregate limitation on redemptions. As a result, the Company restated its previously filed financial statements to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and the Over-Allotment. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K with its audited balance sheet as of January 28, 2020 (the "Post-IPO Balance Sheet"), the Form 10-K/A as of and for the year ended December 31, 2020, and the Form 10-Qs for the quarterly periods ended March 31, 2020, June 30, 2020, September 30, 2020, March 31, 2021, and June 30, 2021 (the "Affected Periods"). The Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021 and the statement of operations and statement of cash flows for the three months ended March 31, 2021: As of March 31, 2021 As Previously Reported Adjustment As Restated Unaudited Condensed Balance Sheet Total Assets $ 231,425,004 - $ 231,425,004 Total liabilities $ 27,856,271 - $ 27,856,271 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 198,568,730 31,983,523 230,552,253 Shareholders’ equity (deficit) Preferred shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 314 (314 ) - Class B ordinary shares - $0.0001 par value 575 - 575 Additional paid-in-capital 5,623,707 (5,623,707 ) - Accumulated deficit (624,593 ) (26,359,502 ) (26,984,095 ) Total shareholders’ equity (deficit) 5,000,003 (31,983,523 ) (26,983,520 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 231,425,004 $ - $ 231,425,004 For the Three Months Ended March 31, 2021 As Previously Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (618,682 ) $ - $ (618,682 ) Other (expense) income: Change in fair value of warrant liabilities 13,132,000 - 13,132,000 Net gain from investments held in Trust Account 3,406 - 3,406 Total other income 13,135,406 - 13,135,406 Net income $ 12,516,724 $ - $ 12,516,724 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 18,619,107 4,380,893 23,000,000 Basic and diluted net income per Class A ordinary share $ 0.00 $ 0.44 $ 0.44 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 10,130,893 (4,380,893 ) 5,750,000 Basic and diluted net income per Class B ordinary share $ 1.24 $ (0.80 ) $ 0.44 For the Three Months Ended March 31, 2021 As Previously Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 12,516,730 $ (12,516,730 ) $ - Accretion of Class A ordinary shares subject to redemption amount $ - $ 3,406 $ 3,406 The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021, the statement of operations for the three and six month periods ended June 30, 2021 and statement of cash flows for the six months ended June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Unaudited Condensed Balance Sheet Total Assets $ 231,111,558 - $ 231,111,558 Total liabilities $ 29,807,476 - $ 29,807,476 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 196,304,080 34,251,654 230,555,734 Shareholders’ equity (deficit) Preferred shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 337 (337 ) - Class B ordinary shares - $0.0001 par value 575 - 575 Additional paid-in-capital 7,888,334 (7,888,334 ) - Accumulated deficit (2,889,244 ) (26,362,983 ) (29,252,227 ) Total shareholders’ equity (deficit) 5,000,002 (34,251,654 ) (29,251,652 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 231,111,558 $ - $ 231,111,558 For the Three Months Ended June 30, 2021 As Previously Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (869,132 ) $ - $ (869,132 ) Other (expense) income: Change in fair value of warrant liabilities (1,399,000 ) - (1,399,000 ) Net gain from investments held in Trust Account 3,481 - 3,481 Total other expense (1,395,519 ) - (1,395,519 ) Net loss $ (2,264,651 ) $ - $ (2,264,651 ) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 19,854,384 3,145,616 23,000,000 Basic and diluted net loss per Class A ordinary share $ 0.00 $ (0.08 ) $ (0.08 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,895,616 (3,145,616 ) 5,750,000 Basic and diluted net loss per Class B ordinary share $ (0.25 ) $ 0.17 $ (0.08 ) For the Six Months Ended June 30, 2021 As Previously Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (1,487,814 ) $ - $ (1,487,814 ) Other income: - Change in fair value of warrant liabilities 11,733,000 - 11,733,000 Net gain from investments held in Trust Account 6,887 - 6,887 Total other income 11,739,887 - 11,739,887 Net income $ 10,252,073 $ - $ 10,252,073 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 19,240,158 3,759,842 23,000,000 Basic and diluted net income per Class A ordinary share $ 0.00 $ 0.36 $ 0.36 Weighted average shares outstanding of Class B ordinary shares, basic and diluted 9,509,842 (3,759,842 ) 5,750,000 Basic and diluted net income per Class B ordinary share $ 1.08 $ (0.72 ) $ 0.36 For the Six Months Ended June 30, 2021 As Previously Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 10,252,080 $ (10,252,080 ) $ - Accretion of Class A ordinary shares subject to redemption amount $ - $ 6,887 $ - As of December 31, 2020 As Previously Reported Adjustment As Restated Balance Sheet Total Assets $ 231,527,508 - $ 231,527,508 Total liabilities $ 40,475,499 - $ 40,475,499 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 186,052,000 44,496,847 230,548,847 Shareholders’ equity (deficit) Preferred shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 439 (439 ) - Class B ordinary shares - $0.0001 par value 575 - 575 Additional paid-in-capital 18,140,312 (18,140,312 ) - Accumulated deficit (13,141,317 ) (26,356,096 ) (39,497,413 ) Total shareholders’ equity (deficit) 5,000,009 (44,496,847 ) (39,496,838 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 231,527,508 $ - $ 231,527,508 For the Three Months Ended September 30, 2020 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (171,971 ) $ - $ (171,971 ) Other (expense) income: Change in fair value of warrant liabilities (8,656,000 ) - (8,656,000 ) Net gain from investments held in Trust Account 20,853 - 20,853 Total other expense (8,635,147 ) - (8,635,147 ) Net loss $ (8,807,118 ) $ - $ (8,807,118 ) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 19,919,867 3,080,133 23,000,000 Basic and diluted net loss per Class A ordinary share $ 0.00 $ (0.31 ) $ (0.31 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,830,133 (3,080,133 ) 5,750,000 Basic and diluted net loss per Class B ordinary share $ (1.00 ) $ 0.69 $ (0.31 ) For the Nine Months Ended September 30, 2020 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (1,914,621 ) $ - $ (1,914,621 ) Other (expense) income: - Change in fair value of warrant liabilities (6,088,000 ) - (6,088,000 ) Offering costs associated with issuance of public and private warrants (790,510 ) - (790,510 ) Net gain from investments held in Trust Account 544,541 - 544,541 Total other expense (6,333,969 ) - (6,333,969 ) Net loss $ (8,248,590 ) $ - $ (8,248,590 ) Weighted average shares outstanding of Class A ordinary shares, basic and diluted 18,303,169 2,430,407 20,733,577 Basic and diluted net loss per Class A ordinary share $ 0.02 $ (0.33 ) $ (0.31 ) Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,106,502 (2,430,407 ) 5,676,095 Basic and diluted net loss per Class B ordinary share $ (1.07 ) $ 0.76 $ (0.31 ) For the Nine Months Ended September 30, 2020 As Previously Reported Adjustment As Restated Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: Initial value of Class A ordinary shares subject to possible redemption $ 196,927,450 $ (196,927,450 ) $ - Change in fair value of Class A ordinary shares subject to possible redemption $ (6,003,935 ) $ 6,003,935 $ - Accretion of Class A ordinary shares subject to redemption amount $ - $ 26,376,215 $ 26,376,215 The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of January 28, 2020. As of January 28, 2020 As Previously Reported Adjustment As Restated Balance Sheet Total Assets $ 231,822,638 - $ 231,822,638 Total liabilities $ 29,895,187 - $ 29,895,187 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 196,927,450 33,072,550 230,000,000 Shareholders’ equity (deficit) Preferred shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 331 (331 ) - Class B ordinary shares - $0.0001 par value 575 - 575 Additional paid-in-capital 7,277,051 (7,277,051 ) - Accumulated deficit (2,277,956 ) (25,795,168 ) (28,073,124 ) Total shareholders’ equity (deficit) 5,000,001 (33,072,550 ) (28,072,549 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 231,822,638 $ - $ 231,822,638 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2021 and December 31, 2020 within the operating cash account. The entire balance of investments held in Trust Account as of September 30, 2021 and December 31, 2020 are comprised of cash equivalents. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements” (“ASC 820”) equal or approximate the carrying amounts represented in the unaudited condensed consolidated balance sheets. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. 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. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value, which resulted in charges against additional paid-in capital and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the respective period The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 18,100,000 Class A ordinary shares because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021 and 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Class A Class B Class A Class B Numerator: Allocation of net income $ 3,322,119 $ 830,530 $ 11,523,777 $ 2,880,945 Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per ordinary share $ 0.14 $ 0.14 $ 0.50 $ 0.50 For the Three Months Ended For the Nine Months Ended September 30, 2020 September 30, 2020 Class A Class B Class A Class B (Restated) (Restated) (Restated) (Restated) Numerator: Allocation of net loss $ (7,045,694 ) $ (1,761,424 ) $ (6,615,879 ) $ (1,632,711 ) Denominator: Weighted average ordinary shares outstanding, basic and diluted 23,000,000 5,750,000 20,733,577 5,676,095 Basic and diluted net loss per ordinary share $ (0.31 ) $ (0.31 ) $ (0.31 ) $ (0.31 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three and nine months ended September 30, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Share-Based Compensation The Company records non-cash compensation recognized as a result of the fair value of the Private Placement Warrants being in excess of the amount paid by the Sponsor, pursuant to FASB ASC Topic 718, “Share-based Compensation.” Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of warrants issued in connection with the Private Placement has been estimated using Monte-Carlo simulations at each balance sheet date. The fair value of the warrants issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the market price of such warrants when separately listed and traded. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements. |