RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on July 2, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with 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 Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that 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. Previously, the Company did not consider redeemable ordinary shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A 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 Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on September 11, 2020 (the “Post-IPO Balance Sheet”) and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on July 2, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC. Impact of the Restatement The impact of the restatement on the Post IPO Balance Sheet as of September 11, 2020 is presented below. Balance Sheet as of September 11, 2020 (audited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 768,482,990 $ 59,517,010 $ 828,000,000 Class A ordinary shares $ 595 $ (595 ) $ — Additional paid-in capital $ 6,040,099 $ (6,040,099 ) $ — Accumulated deficit $ (1,042,755 ) $ (53,476,316 ) $ (54,519,071 ) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (59,517,010 ) $ (54,517,001 ) Number of shares subject to redemption 76,848,299 5,951,701 82,800,000 The impact of the restatement on the audited balance sheet as of September 30, 2020 is presented below: Balance Sheet as of September 30, 2020 (unaudited) As Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 772,032,390 $ 55,967,610 $ 828,000,000 Class A ordinary shares $ 560 $ (560 ) $ — Additional paid-in capital $ 2,490,734 $ (2,490,734 ) $ — Accumulated deficit $ 2,506,643 $ (53,476,316 ) $ (50,969,673 ) Total Shareholders’ Equity (Deficit) $ 5,000,007 $ (55,967,610 ) $ (50,967,603 ) Number of shares subject to redemption 77,203,239 5,596,761 82,800,000 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: Balance Sheet as of December 31, 2020 (audited) As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares subject to possible redemption $ 721,463,120 $ 106,536,880 $ 828,000,000 Class A ordinary shares $ 1,065 $ (1,065 ) $ — Additional paid-in capital $ 53,059,499 $ (53,059,499 ) $ — Accumulated deficit $ (48,062,630 ) $ (53,476,316 ) $ (101,538,946 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (106,536,880 ) $ (101,536,876 ) Number of shares subject to redemption 72,146,312 10,653,688 82,800,000 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period three months ended September 30, 2020: Statement of Operations for the three months ending September 30, 2020 (unaudited) As Reported Adjustment As Restated Weighted average shares outstanding of Class A ordinary shares 82,800,000 (61,860,759 ) 20,939,241 Basic and diluted net loss per share, Class A ordinary shares $ — $ 0.06 $ 0.06 Weighted average shares outstanding of Class B ordinary shares 20,700,000 (2,050,633 ) 18,649,367 Basic and diluted loss income per share, Class B ordinary shares $ 0.12 $ (0.06 ) $ 0.06 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended September 30, 2020: Statement of Operations for the period from July 13, 2020 (inception) through September 30, 2020 (unaudited) As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Weighted average shares outstanding of Class A ordinary shares 82,800,000 (61,860,759 ) 20,939,241 Basic and diluted net loss per share, Class A ordinary shares $ — $ 0.06 $ 0.06 Weighted average shares outstanding of Class B ordinary shares 20,700,000 (2,050,633 ) 18,649,367 Basic and diluted loss income per share, Class B ordinary shares $ 0.12 $ (0.06 ) $ 0.06 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per ordinary share is presented below for the period ended December 31, 2020: Statement of Operations for the period July 13, 2020 (inception) through December 31, 2020 (audited) As Reported Adjustment As Restated Weighted average shares outstanding of Class A ordinary shares 82,800,000 (29,052,632 ) 53,747,368 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.65 ) $ (0.65 ) Weighted average shares outstanding of Class B ordinary shares 19,752,632 — 19,752,632 Basic and diluted loss income per share, Class B ordinary shares $ (2.45 ) $ 1.80 $ (0.65 ) The impact of the restatement on the audited Statement of Shareholders’ Equity (Deficit) is presented below: Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Period from July 13, 2020 (Inception) through December 31, 2020 (Audited) As Reported Adjustment As Restated Sale of 82,800,000 Units, net of underwriter discounts and offering expenses $ 764,354,620 $ (764,354,620 ) $ — Initial value of ordinary shares subject to redemption $ (721,463,120 ) $ 721,463,120 $ — Accretion for Class A ordinary shares to redemption amount $ — $ (63,645,380 ) $ (63,645,380 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (106,536,880 ) $ (101,536,876 ) The impact of the restatement to the previously reported as restated statement of cash flows for the period ended September 30, 2020, is presented below: Statement of Cash Flows for the period from July 13, 2020 (inception) through December 31, 2020 (unaudited) As Reported Adjustment As Restated Initial classification of Class A ordinary shares subject to possible redemption $ 768,482,990 $ (768,482,990 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ 3,549,400 $ (3,549,400 ) $ — The impact of the restatement to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below: Statement of Cash Flows for the period from July 13, 2020 (inception) through December 31, 2020 (audited) As Reported Adjustment As Restated Initial classification of Class A ordinary shares subject to possible redemption $ 768,482,990 $ (768,482,990 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (47,019,870 ) $ 47,019,870 $ — Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until September 11, 2022 to consummate the proposed Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 11, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by September 11, 2022. |