RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In May, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase Class A ordinary shares that the Company issued in August 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on August 20, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on August 20, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 216,310,399 $ — $ 216,310,399 Liabilities and shareholders’ equity Total current liabilities $ 140,207 $ — $ 140,207 Deferred legal fees — — Deferred underwriting commissions 7,525,000 — 7,525,000 Derivative warrant liabilities — 17,902,500 17,902,500 Total liabilities 7,665,207 17,902,500 25,567,707 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 203,645,190 (17,902,500) 185,742,690 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 114 179 293 Class B ordinary shares - $0.0001 par value 538 — 538 Additional paid-in-capital 5,303,949 2,306,781 7,610,730 Accumulated deficit (304,599) (2,306,960) (2,611,559) Total shareholders’ equity 5,000,002 — 5,000,002 Total liabilities and shareholders’ equity $ 216,310,399 $ — $ 216,310,399 Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Operations Loss from operations $ (380,824) $ — $ (380,824) Other (expense) income: Change in fair value of derivative warrant liabilities — (1,705,000) (1,705,000) Offering costs associated with derivative warrant liabilities — (601,960) (601,960) Net gain from investments held in Trust Account 76,225 — 76,225 Total other (expense) income 76,225 (2,306,960) (2,230,735) Net loss $ (304,599) $ (2,306,960) $ (2,611,559) Basic and Diluted weighted-average Class A ordinary shares outstanding 21,500,000 — 21,500,000 Basic and Diluted net loss per Class A share $ — $ Basic and Diluted weighted-average Class B ordinary shares outstanding 5,265,873 — 5,265,873 Basic and Diluted net loss per Class B share $ (0.07) — $ (0.51) Period From June 24, 2020 (Inception) Through December 31, 2020 As Previously Restatement Reported Adjustment As Restated Statement of Cash Flows Net loss $ (304,599) $ (2,306,960) $ (2,611,559) Change in fair value of derivative warrant liabilities — 1,705,000 1,705,000 Offering costs associated with derivative warrant liabilities — 601,960 601,960 Net cash used in operating activities (614,968) — (614,968) Net cash used in investing activities (215,000,000) — (215,000,000) Net cash provided by financing activities 216,534,791 — 216,534,791 Net change in cash $ 919,823 $ — $ 919,823 In addition, the impact to the balance sheet dated August 20, 2020, filed on Form 8-K on August 26, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in an $16.2 million increase to the derivative warrant liabilities line item at August 20, 2020 and offsetting decrease to the Class A ordinary shares subject to possible redemption mezzanine equity line item. There is no change to total shareholders’ equity at the reported balance sheet date. As of September 30, 2020 As Previously Restatement Reported Adjustment As Restated Balance Sheet Total assets $ 216,445,723 $ — $ 216,445,723 Liabilities and shareholders’ equity Total current liabilities $ 161,956 $ — $ 161,956 Deferred legal fees — Deferred underwriting commissions 7,525,000 — 7,525,000 Derivative warrant liabilities — 16,197,500 16,197,500 Total liabilities 7,686,956 16,197,500 23,884,456 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 203,758,760 (16,197,500) 187,561,260 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 112 162 274 Class B ordinary shares - $0.0001 par value 538 — 538 Additional paid-in-capital 5,190,381 601,798 5,792,179 Accumulated deficit (191,024) (601,960) (792,984) Total shareholders’ equity 5,000,007 — 5,000,007 Total liabilities and shareholders’ equity $ 216,445,723 $ — $ 216,445,723 |