RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement 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 or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the year ended December 31, 2020, 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 common shares 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 the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. 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 and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below: As Previously Adjustments As Restated Balance sheet as of July 17, 2020 Warrant Liabilities $ - $ 4,426,385 $ 4,426,385 Total Liabilities 4,400,000 4,426,385 8,826,385 Class A Ordinary Shares Subject to Possible Redemption 116,652,678 (4,426,388 ) 112,226,290 Class A Ordinary Shares 83 45 128 Additional Paid-in Capital 5,008,176 164,242 5,172,418 Accumulated Deficit (8,617 ) (164,284 ) (172,901 ) Total Shareholders’ Equity 5,000,001 3 5,000,004 Number of Class A ordinary shares subject to redemption 11,665,268 (442,639 ) 11,222,629 As Previously Adjustments As Restated Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ - $ 4,647,311 $ 4,647,311 Total Liabilities 5,037,682 4,647,311 9,684,993 Class A Ordinary Shares Subject to Possible Redemption 134,692,560 (4,647,310 ) 130,045,250 Class A Ordinary Shares 91 46 137 Additional Paid-in Capital 5,062,036 (158,811 ) 4,903,225 Retained Earnings (Accumulated Deficit) (62,478 ) 158,764 96,286 Total Shareholders’ Equity 5,000,008 (1 ) 5,000,007 Number of Class A ordinary shares subject to redemption 13,469,256 (464,731 ) 13,004,525 As Previously Adjustments As Restated Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ - $ 12,186,260 $ 12,186,260 Total Liabilities 5,112,735 12,186,260 17,298,995 Class A Ordinary Shares Subject to Possible Redemption 134,509,680 (12,186,260 ) 122,323,420 Class A Ordinary Shares 92 122 214 Additional Paid-in Capital 5,244,915 7,380,063 12,624,978 Accumulated Deficit (244,356 ) 7,869,897 7,625,541 Total Shareholders’ Equity 5,000,010 - 5,000,010 Number of Class A ordinary shares subject to redemption 13,450,968 (1,218,626 ) 12,232,342 As Previously Adjustments As Restated Statement of Operations for the three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ - $ 345,220 $ 345,220 Transaction costs allocated to issuance of warrants - (186,456 ) (186,456 ) Net income (loss) (54,366 ) 158,764 104,398 Basic and diluted income (loss) per share, Class B ordinary shares (0.02 ) 0.04 0.02 As Previously Adjustments As Restated Statement of Operations for the nine months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ - $ 345,220 $ 345,220 Transaction costs allocated to issuance of warrants - (186,456 ) (186,456 ) Net income (loss) (62,478 ) 158,764 96,286 Basic and diluted income (loss) per share, Class B ordinary shares (0.03 ) 0.05 0.02 As Previously Adjustments As Restated Statement of operations for the year ended December 31, 2020 (audited) Change in fair value of warrant liability $ - $ (7,193,729 ) $ (7,193,729 ) Transaction costs allocated to issuance of warrants - (186,456 ) (186,456 ) Net loss (245,356 ) (7,380,185 ) (7,625,541 ) Basic and diluted income (loss) per share, Class B ordinary shares (0.09 ) (2.17 ) (2.26 ) As Previously Adjustments As Restated Statement of Cash Flows for the nine months ended September 30, 2020 (unaudited) Net income (loss) $ (62,478 ) $ 158,764 $ 96,286 Change in fair value of warrant liability - (345,220 ) (345,220 ) Transaction costs allocated to issuance of warrants 186,456 186,456 Net cash used in operating activities (217,596 ) - (217,596 ) As Previously Adjustments As Restated Statement of Cash Flows for the year ended December 31, 2020 (audited) Net loss $ (245,356 ) $ (7,380,185 ) $ (7,625,541 ) Change in fair value of warrant liability - 7,193,729 7,193,729 Transaction costs allocated to issuance of warrants - 186,456 186,456 Net cash used in operating activities (303,752 ) - (303,752 ) |