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”). On April 12, 2021, the SEC released a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Specifically, the SEC Staff 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 governing our warrants. Following the SEC Staff Statement, 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 common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock 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 and after discussion with the Company’s independent registered public accounting firm, 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 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. Balance Sheet as of September 25, 2020 (audited) As Reported Restatement As Restated Warrant Liabilities $ — $ 20,960,000 $ 20,960,000 Total Liabilities 7,002,230 20,960,000 27,962,230 Class A ordinary shares subject to possible redemption 189,517,240 (20,960,000 ) 168,557,240 Class A ordinary shares 105 209 314 Additional paid-in capital $ 5,005,991 $ 2,914,781 $ 7,920,772 Accumulated deficit $ (6,606 ) $ (2,914,990 ) $ (2,921,596 ) Total Shareholders’ Equity $ 5,000,008 $ — $ 5,000,008 Number of shares subject to possible redemption 18,951,724 (2,096,000 ) 16,855,724 Balance Sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — $ 21,060,000 $ 21,060,000 Total Liabilities 7,002,230 21,060,000 28,062,230 Class A ordinary shares subject to possible redemption 189,506,470 (21,060,000 ) 168,446,470 Class A ordinary shares 105 211 316 Additional paid-in capital $ 5,016,761 $ 3,014,779 $ 8,031,540 Accumulated deficit (17,379 ) (3,014,990 ) (3,032,369 ) Total Shareholders’ Equity $ 5,000,005 $ — $ 5,000,005 Number of shares subject to possible redemption 18,950,647 (2,106,000 ) 16,844,647 Balance Sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 22,513,065 $ 22,513,065 Total Liabilities 8,153,666 22,513,065 30,666,731 Class A ordinary shares subject to possible redemption 195,635,180 (22,513,070 ) 173,122,110 Class A ordinary shares 118 225 343 Additional paid-in capital $ 6,002,037 $ 3,858,301 $ 9,860,338 Accumulated deficit $ (1,002,669 ) $ (3,858,521 ) $ (4,861,190 ) Total Shareholders’ Equity $ 5,000,004 $ 5 $ 5,000,009 Number of shares subject to possible redemption 19,563,518 (2,251,306 ) 17,312,211 Statement of Operations for the period from July 31, 2020 (Inception) As Reported Restatement As Restated Transaction costs allocable to warrant liabilities $ — $ (754,990 ) $ (754,990 ) Change in fair value of warrant liabilities — (2,260,000 ) (2,260,000 ) Net loss $ (17,379 ) $ (3,014,990 ) $ (3,032,369 ) Basic and diluted net loss per share, Class B $ 0.00 $ (0.58 ) $ (0.58 ) Statement of Operations for the period from July 31, 2020 (Inception) Transaction costs allocable to warrant liabilities $ — $ (768,391 ) $ (768,391 ) Change in fair value of warrant liabilities — (3,090,130 ) (3,090,130 ) Net loss $ (1,002,669 ) $ (3,858,521 ) $ (4,861,190 ) Basic and diluted net (loss) per ordinary share, Class B $ (0.19 ) $ (0.75 ) $ (0.94 ) Statement of Cash Flows for the period from July 31, 2020 (inception) As Reported Restatement As Restated Net loss $ (17,379 ) $ (3,014,990 ) $ (3,032,369 ) Transaction costs allocable to warrant liabilities $ — $ (754,990 ) $ (754,990 ) Change in fair value of warrant liabilities — (2,260,000 ) (2,260,000 ) Initial classification of Class A Ordinary Shares subject to possible redemption 189,517,240 (20,960,000 ) 168,557,240 Change in value of Class A Ordinary Shares subject to possible redemption (10,770 ) (100,000 ) (110,770 ) Initial classification of warrant liability $ — $ 20,960,000 $ 20,960,000 Statement of Cash Flows for the period from July 31, 2020 (inception) As Reported Restatement As Restated Net loss $ (1,002,669 ) $ (3,858,521 ) $ (4,861,190 ) Transaction costs allocable to warrant liabilities $ — $ (768,391 ) $ (768,391 ) Change in fair value of warrant liabilities — (3,090,130 ) (3,090,130 ) Initial classification of Class A Ordinary Shares subject to possible redemption 196,631,240 (21,748,230 ) 174,883,010 Change in value of Class A Ordinary Shares subject to possible redemption (996,060 ) (764,840 ) (1,760,900 ) Initial classification of warrant liability $ — $ 20,960,000 $ 20,960,000 |