Restatement of Financial Statements | Note 2—Restatement of Financial Statements In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement warrants the Company issued in September 2020, 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 September 25, 2020 and September 29, 2020 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 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 September 25, 2020 and September 29, 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. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements for the periods beginning with the period from July 28, 2020 (inception) through December 31, 2020 (collectively, the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. The Warrants were issued in connection with the Company’s Initial Public Offering of 25,000,000 Units and the sale of Private Placement warrants completed on September 25, 2020. Each Unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value, and one-half of one redeemable warrant. Each whole Warrant entitles the holder to purchase one of Class A ordinary share at a price of $11.50 per share. The Warrants will expire worthless five years from the date of completion of our initial business combination. The material terms of the warrants are more fully described in Note 8—Derivative Warrant Liabilities. See revised Footnote 9 – Fair Value Measurements. 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 The tables below present the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported financial statements as of and for the year ended December 31, 2020. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 278,826,627 $ - $ 278,826,627 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,207,962 $ - $ 1,207,962 Deferred underwriting commissions 9,712,500 - 9,712,500 Derivative warrant liabilities - 49,310,000 49,310,000 Total liabilities 10,920,462 49,310,000 60,230,462 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 262,906,160 (49,310,000 ) 213,596,160 Shareholders’ equity Preference shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 146 493 639 Class B ordinary shares - $0.0001 par value 694 - 694 Additional paid-in-capital 6,283,496 32,423,118 38,706,614 Accumulated deficit (1,284,331 ) (32,423,611 ) (33,707,942 ) Total shareholders’ equity 5,000,005 - 5,000,005 Total liabilities and shareholders’ equity $ 278,826,627 $ - $ 278,826,627 Period From July 28, 2020 (inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations and Comprehensive Loss Loss from operations $ (1,332,873 ) $ - $ (1,332,873 ) Other (expense) income: Change in fair value of derivative warrant liabilities - (31,750,900 ) (31,750,900 ) Financing costs - derivative warrant liabilities - (672,711 ) (672,711 ) Interest earned on investments held in Trust Account 48,542 - 48,542 Total other (expense) income 48,542 (32,423,611 ) (32,375,069 ) Net loss $ (1,284,331 ) $ (32,423,611 ) $ (33,707,942 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 26,276,074 - 25,913,041 Basic and Diluted net loss per Class A share $ 0.00 - $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 7,561,720 - 8,643,813 Basic and Diluted net loss per Class B share $ (0.18 ) - $ (3.90 ) Period From July 28, 2020 (inception) Through December 31, 2020 As Previously Restatement As Restated Statement of Cash Flows Net loss $ (1,284,331 ) $ (32,423,611 ) $ (33,707,942 ) Adjustment to reconcile net loss to net cash used in operating activities 740,604 32,423,611 33,164,215 Net cash used in operating activities (543,727 ) - (543,727 ) Net cash used in investing activities (277,500,000 ) - (277,500,000 ) Net cash provided by financing activities 278,917,609 - 278,917,609 Net change in cash $ 873,882 $ - $ 873,882 In addition, the impact to the balance sheet dated September 25, 2020, filed on Form 8-K on October 1, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $16.1 million increase to the derivative warrant liabilities line item at September 25. 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date. As of September 25, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 252,456,400 $ - $ 252,456,400 Liabilities, redeemable non-controlling interest and stockholders’ equity Total current liabilities $ 1,109,161 $ - $ 1,109,161 Deferred underwriting commissions 8,750,000 - 8,750,000 Derivative warrant liabilities - 16,090,000 16,090,000 Total liabilities 9,859,161 16,090,000 25,949,161 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 237,597,230 (16,090,000 ) 221,507,230 Shareholders’ equity Preference shares - $0.0001 par value - - - Class A ordinary shares - $0.0001 par value 124 161 285 Class B ordinary shares - $0.0001 par value 719 - 719 Additional paid-in-capital 5,039,923 672,550 5,712,473 Accumulated deficit (40,757 ) (672,711 ) (713,468 ) Total shareholders’ equity 5,000,009 - 5,000,009 Total liabilities and shareholders’ equity $ 252,456,400 $ - $ 252,456,400 |