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 the Annual Report on Form 10-K/A, filed with the SEC on May 17, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with FASB ASC Topic 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 Amended and Restated Certificate of Incorporation 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 will 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 FASB ASC Topic 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2020 (the “Post-IPO Balance Sheet”), the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to the Form 10-K/A as filed with the SEC on May 17, 2021 (the “Amendment No. 1”), as well as the Quarterly Reports on Forms 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively the “Affected Periods”). These financial statements in this Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 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 Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC. Refer to Note 3, which have also been updated to reflect the restatement contained in this Amendment No. 2. Impact of the Restatement The impact of the restatement on the Balance Sheet, Statement of Operations, and Statement of Cash Flows for the Affected Periods is presented below. As of September 15, 2020 As Reported Adjustments As Restated Balance Sheet Class A public warrants liability — 20,849,500 20,849,500 Forward purchase securities liability — 29,030,000 29,030,000 Class L ordinary shares liability — 48,250,000 48,250,000 Deferred underwriting commissions 14,087,500 — 14,087,500 Total Liabilities 14,633,301 98,129,500 112,762,801 Commitments and Contingencies Class A ordinary shares, $0.0001 par value; 40,250,000 shares at $10.00 per share redemption value 384,671,820 17,828,180 402,500,000 Shareholders' Equity (Deficit) Preference shares, $0.0001 par value; 1,000,000 shares authorized; no issued — — — Class A ordinary shares $0.0001 par value; 600,000,000 shares authorized; 1,005,000 issued and outstanding 279 (178) 101 Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized issued 447 — 447 Class L ordinary shares, $0.0001 par value; 15,000,000 shares authorized; 12,777,778 issued and outstanding 1,278 (1,278) — Additional paid-in-capital 5,006,241 (5,006,241) — Accumulated deficit (8,244) (110,949,983) (110,958,227) Total Shareholders' Equity (Deficit) $ 5,000,001 (115,957,680) $ (110,957,679) As of December 31, 2020 As Reported as Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Balance Sheet Class A ordinary shares, $0.0001 par value; 40,250,000 shares subject to possible redemption at $10.00 per share redemption value $ 221,909,648 $ 180,590,352 $ 402,500,000 Shareholders' Equity (Deficit) Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued — — — Class A ordinary shares $0.0001 par value; 600,000,000 shares authorized; 1,005,000 issued and outstanding 1,906 (1,805) 101 Class B ordinary shares, par value; 10,000,000 shares authorized issued 447 — 447 Additional paid-in-capital 118,645,999 (118,645,999) — Accumulated deficit (113,648,351) (61,942,548) (175,590,899) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (180,590,352) $ (175,590,351) For the Period from July 7, 2020 (Inception) through December 31, 2020 As Reported as Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Statement of Operations Weighted average shares outstanding of redeemable ordinary shares, basic and diluted 40,250,000 (15,828,652) 24,421,348 Basic and diluted net loss per redeemable ordinary share $ — (3.90) $ (3.90) Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 5,081,997 (326,623) 4,755,374 Basic and diluted net loss per non-redeemable ordinary share $ (22.38) 18.48 $ (3.90) For the Period from July 7, 2020 (Inception) through December 31. 2020 As Reported as Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Statement of Cash Flows Supplemental schedule of non-cash investing and financing activities: Initial classification of Class A ordinary shares subject to possible redemption $ 286,542,320 $ (286,542,320) $ — Change in value of Class A ordinary shares subject to possible redemption $ (64,632,672) $ 64,632,672 $ — As of September 30, 2020 As Reported as Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Balance Sheet Class A ordinary shares, $0.0001 par value; 40,250,000 shares subject to possible redemption at $10.00 per share redemption value $ 283,939,374 $ 118,560,626 $ 402,500,000 Shareholders' Equity (Deficit) Preference shares, $0.0001 par value; 1,000,000 shares authorized; no outstanding — — — Class A ordinary shares $0.0001 par value; 600,000,000 shares authorized; 1,005,000 issued and outstanding 1,286 (1,185) 101 Class B ordinary shares, par value; 10,000,000 shares authorized outstanding 447 — 447 Additional paid-in-capital 55,856,861 (55,856,861) — Accumulated deficit (50,858,593) (62,702,580) (113,561,173) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (118,560,626) $ (113,560,625) For the Period from July 7, 2020 (Inception) through September 30, 2020 As Reported as Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Statement of Operations Weighted average shares outstanding of redeemable ordinary shares, basic and diluted 40,250,000 (32,761,628) 7,488,372 Basic and diluted net loss per redeemable ordinary share $ — (4.43) $ (4.43) Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted 4,659,199 (676,034) 3,983,165 Basic and diluted net loss per non-redeemable ordinary share $ (10.92) 6.49 $ (4.43) Period from July 7, 2020 (Inception) through September 30, 2020 As Reported as Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Statement of Cash Flows Supplemental schedule of non-cash investing and financing activities: Initial classification of ordinary shares subject to possible redemptions $ 286,542,320 $ (286,542,320) $ — Change in value of Class A ordinary shares subject to possible redemption $ (2,602,946) $ 2,602,946 $ — Reassessment of Going Concern In connection with the restatement, the Company has performed an 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”. If the Company does not complete an initial Business Combination within 24 months from September 15, 2020, the Company will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem all of the Class A ordinary redeemable shares issued as part of the units in the Initial Public Offering at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account with Continental Stock Transfer and Trust Company acting as trustee (the "Trust Account"), including interest, net of taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the shareholder rights of owners of Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution, including Trust Account assets, will be less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to warrants to purchase the Company's Class A ordinary shares, which will expire worthless. The accompanying financial statements have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company's ability to continue as a going concern. |