RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | N OTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of October 8, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 28,750,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its Initial Public Offering and (ii) the 11,000,000 redeemable Private Placement Warrants and, together with the Public Warrants, the “Warrants”, which are discussed in Note 1, Note 4, Note 5, Note 8 and Note 9. The Company previously accounted for the Warrants as components of equity. After further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the Statement of Operations in the period of change. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from July 10, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. Additionally, the Company revised the Statement of Changes in Stockholders’ Equity to present temporary equity separate from permanent equity, which allows for better alignment with the Balance Sheet presentation. Accordingly, the Company revised the financial statement name to Statement of Changes in Temporary Equity and Permanent Deficit to reflect this presentation change. The following tables summarize the effect of the restatement on each financial statement line item as of December 31, 2020, and for the periods, indicated: As Previously As Previously Reported Adjustment Restated Balance Sheet as of December 31, 2020 Warrant liabilities $ — $ 130,037,500 $ 130,037,500 Total liabilities 40,443,583 130,037,500 170,481,083 Class A ordinary shares subject to possible redemption 1,105,823,463 (130,037,500) 975,785,963 Class A ordinary shares 442 1,300 1,742 Additional paid-in capital 5,382,073 73,731,440 79,113,513 Accumulated deficit (385,384) (73,732,740) (74,118,124) Total permanent equity $ 5,000,006 $ — $ 5,000,006 Statement of Operations for the Period From July 10, 2020 (Inception) through December 31, 2020 Transaction costs allocated to warrant liabilities $ — $ (2,246,990) $ (2,246,990) Change in fair value of warrant liabilities — (71,485,750) (71,485,750) Other income (expense), net 24,578 (73,732,740) (73,708,162) Net loss (385,384) (73,732,740) (74,118,124) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 110,620,385 (5,855,175) 104,765,210 Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 28,644,310 2,624,734 31,269,044 Basic and diluted net loss per share, Non-redeemable ordinary shares $ (0.01) $ (2.36) $ (2.37) Statement of Cash Flows for the Period From July 10, 2020 (Inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (385,384) $ (73,732,740) $ (74,118,124) Adjustments to reconcile net loss to net cash used in operating activities: Transaction costs allocated to warrant liabilities — 2,246,990 2,246,990 Change in fair value of warrant liabilities — 71,485,750 71,485,750 Non-Cash Investing and Financing Activities: Initial measurement of Private Placement and Public Warrants $ — $ 58,551,750 $ 58,551,750 Initial classification of Class A ordinary shares subject to possible redemption 1,106,203,850 (58,551,750) 1,047,652,100 Change in value of Class A ordinary shares subject to possible redemption (380,387) (71,485,750) (71,866,137) Amendment 2 In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management reevaluated the classification of its Class A ordinary shares and concluded that it is appropriate to restate the presentation of Class A ordinary shares subject to possible redemption to reflect all 115,000,000 Public Shares as temporary equity. The Company previously recorded the Class A ordinary shares subject to possible redemption to be equal to the redemption value of such shares, while also taking into consideration the requirement in the Company’s amended and restated memorandum and articles of association that redemptions cannot result in net tangible assets falling below $5,000,001(the “Minimum Net Tangible Assets Requirement”). The Company had therefore recorded a portion of the Public Shares as permanent equity. Upon further evaluation, the Company has determined that the Public Shares include certain redemption features that are not solely within the control of the Company. Under Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified as temporary equity, regardless of the Minimum Net Tangible Assets Requirement. In connection with the change in presentation for the Class A ordinary share subject to possible redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Previously Restated Adjustment As Restated Balance Sheet as of December 31, 2020 (audited) Class A ordinary shares subject to possible redemption $ 975,785,963 $ 174,238,615 $ 1,150,024,578 Class A ordinary shares $ 1,742 $ (1,742) $ — Additional paid-in capital $ 79,113,513 $ (79,113,513) $ — Accumulated deficit $ (74,118,124) $ (95,123,360) $ (169,241,484) Total Shareholders’ Equity (Deficit) $ 5,000,006 $ (174,238,615) $ (169,238,609) Number of shares subject to redemption 97,576,511 17,423,489 115,000,000 Statement of Operations for the Period from July 10, 2020 (Inception) through December 31, 2020 (audited) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 104,765,210 (104,765,210) — Basic and diluted net income per share, Class A common stock subject to possible redemption $ — $ — $ — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 31,269,044 (31,269,044) — Basic and diluted net income (loss) per share, Non-redeemable common stock $ (2.37) $ 2.37 $ — Weighted average shares outstanding of Class A ordinary shares — 29,080,460 29,080,460 Basic and diluted net income (loss) per share, Class A ordinary shares $ — $ (1.33) $ (1.33) Weighted average shares outstanding of Class B ordinary shares — 26,681,034 26,681,034 Basic and diluted income (loss) per share, Class B ordinary shares $ — $ (1.33) $ (1.33) Statement of Changes in Temporary Equity and Permanent Deficit for the Period from July 10, 2020 (Inception) through December 31, 2020 (audited) Issuance of Class A ordinary shares in Initial Public Offering $ 1,049,082,093 $ (1,049,082,093) $ — Class A ordinary shares subject to possible redemption $ (975,785,963) $ 975,785,963 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (100,942,485) $ (100,942,485) Total shareholders’ equity (deficit) $ 5,000,006 $ (174,238,615) $ (169,238,609) Statement of Cash Flows for the Period from July 10, 2020 (Inception) through December 31, 2020 (audited) Initial classification of Class A ordinary shares subject to possible redemption $ 1,047,652,100 $ 102,347,900 $ 1,150,000,000 Change in value of Class A ordinary shares subject to possible redemption $ (71,866,137) $ 71,866,137 $ — Accretion for ordinary share subject to redemption amount $ — $ 24,578 $ 24,578 |