Restatement of Previously Issued Financial Statements | 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 (collectively with the Public Warrants, the “ Warrants Warrant Agreement tender offer provision On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued the Staff Statement. Specifically, the 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. In consideration of the Staff Statement, the Company’s management further evaluated the Warrants under ASC Subtopic 815-40, “ Contracts in Entity’s Own Equity”. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of October 6, 2020 and December 31, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in fair value from the prior period in the Company’s operating results for the current period. The Company has followed ASC 480 in accounting for its Public Shares. This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least 2 In September 2021, the Company’s management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Company’s Q3 Form 10-Q, the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On November 23, 2021, the Company’s management and the Audit Committee concluded that the Company’s previously issued financial statements for the Affected Periods, in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods herein for the Post-IPO Balance Sheet and the Company’s audited financial statements included in the First Amended Filing and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021. 2 Note to Draft Impact of the Restatement The change in the carrying value of the redeemable shares of Class A ordinary shares subject to possible redemption in the Post-IPO Balance Sheet resulted in a decrease of approximately $7.2 million in additional paid-in capital and an increase of approximately $144.4 million to accumulated deficit, as well as a reclassification of 15,155,185 Class A ordinary shares from permanent equity to temporary equity as presented below. As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet as of October 6, 2020 Total assets $ 751,199,121 $ — $ 751,199,121 Total liabilities $ 80,940,965 $ — $ 80,940,965 Class A ordinary shares subject to redemption 665,258,150 $ 151,551,850 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 424 $ (424) $ — Class B ordinary shares 1,078 $ — $ 1,078 Additional paid-in capital 7,192,687 $ (7,192,687) $ — Accumulated deficit (2,194,183) $ (144,358,739) $ (146,552,922) Total shareholders’ equity (deficit) $ 5,000,006 $ (151,551,850) $ (146,551,844) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 751,199,121 $ — $ 751,199,121 The impact of the restatement on the audited balance sheet as of December 31, 2020 is presented below: As Reported As Previously Restated in the As First Amended Filing Adjustments Restated Balance sheet December 31, 2020 Total assets $ 818,368,660 $ — $ 818,368,660 Total liabilities $ 105,487,341 $ — $ 105,487,341 Class A ordinary shares subject to redemption 707,881,310 $ 108,928,690 $ 816,810,000 Shareholders’ equity (deficit) Class A ordinary shares 545 (545) — Class B ordinary shares 1,021 — 1,021 Additional paid-in capital 24,670,251 (24,670,251) — Accumulated deficit (19,671,808) (84,257,894) (103,929,702) Total shareholders’ equity (deficit) $ 5,000,009 $ (108,928,690) $ (103,928,681) Total liabilities, temporary equity and shareholders’ equity (deficit) $ 818,368,660 $ — $ 818,368,660 As Reported As Previously Restated in the As Statement of Operations as of December 31, 2020 First Amended Filing Adjustments Restated Net loss (19,641,760) — (19,641,760) Basic and diluted weighted average shares outstanding, Class A ordinary shares 78,961,988 (60,133,462) 18,828,526 Basic and diluted net income (loss) per share of Class A ordinary shares $ 0.00 $ (0.52) $ (0.52) Weighted average number of shares of shares outstanding, Class A ordinary shares 18,983,377 — 18,983,377 Basic and diluted net loss per share of Class B ordinary shares $ (1.04) $ 0.52 $ (0.52) |