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 its Annual Report on Form 10 -K -S99 -K -IPO -K -Q Impact of the Restatement The change in the carrying value of the redeemable shares of Class A ordinary shares in the IPO Balance Sheet resulted in a decrease of approximately $5.1 million in additional paid -in As Previously Adjustments As Restated Balance sheet as of October 22, 2020 Class A Ordinary Shares Subject to Possible Redemption $ 107,569,550 $ 7,430,450 $ 115,000,000 Class A Ordinary Shares $ 117 $ (74 ) $ 43 Additional Paid-in Capital 5,004,598 (5,004,598 ) — Accumulated Deficit (5,000 ) (2,425,778 ) (2,430,778 ) Total Shareholders’ Equity (Deficit) 5,000,003 (7,430,450 ) (2,430,447 ) Number of Class A ordinary shares subject to redemption 10,756,955 743,045 11,500,000 Balance sheet as of December 31, 2020 Class A Ordinary Shares Subject to Possible Redemption 107,483,710 7,516,290 115,000,000 Class A Ordinary Shares 118 (75 ) 43 Additional Paid-in Capital 5,090,437 (5,090,437 ) — Accumulated Deficit (90,838 ) (2,425,778 ) (2,516,616 ) Total Shareholders’ Equity (Deficit) 5,000,005 (7,516,290 ) (2,516,285 ) Number of Class A ordinary shares subject to redemption 10,748,371 751,629 11,500,000 Statement of Operations for the period from August 13, 2020 (inception) to December 31, 2020 Net loss $ (90,838 ) $ — $ (90,838 ) Weighted average shares outstanding of Class A ordinary shares 11,500,000 (5,267,910 ) 6,232,090 Basic and diluted income per share, Class A ordinary shares 0.00 (0.01 ) (0.01 ) Weighted average shares outstanding of Class B ordinary shares 2,920,522 (224,626 ) 2,695,896 Basic and diluted net loss per share, Class B ordinary shares (0.04 ) 0.03 (0.01 ) Statement of Cash Flows for the period from August 13, 2020 (inception) to December 31, 2020 Initial classification of Class A ordinary shares subject to redemption 107,569,550 (107,569,550 ) — Change in value of Class A ordinary shares subject to possible redemption (85,840 ) 85,840 — Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 22, 2022. | Note 2 — Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity, as stated in the Form 8 -K -S99 did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. As a result, management has noted a restatement related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid -in In connection with the change in presentation for the Class A ordinary shares subject to 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 shares 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 impact of the restatement on the Company’s financial statements is reflected in the following table. As Previously Adjustment As Restated Condensed Balance Sheet as of March 31, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 107,407,420 $ 7,592,580 $ 115,000,000 Class A ordinary shares $ 119 $ (76 ) $ 43 Additional paid-in capital $ 5,166,726 $ (5,166,726 ) $ — Accumulated deficit $ (167,129 ) $ (2,425,778 ) $ (2,592,907 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (7,592,580 ) $ (2,592,576 ) Number of Class A ordinary shares subject to possible redemption 10,740,742 759,258 11,500,000 Condensed Balance Sheet as of June 30, 2021 (Unaudited) Class A ordinary shares subject to possible redemption $ 107,255,090 $ 7,744,910 $ 115,000,000 Class A ordinary shares $ 120 $ (77 ) $ 43 Additional paid-in capital $ 5,319,055 $ (5,319,055 ) $ — Accumulated deficit $ (319,462 ) $ (2,425,778 ) $ (2,745,240 ) Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (7,744,910 ) $ (2,744,909 ) Number of Class A ordinary shares subject to possible redemption 10,725,509 774,491 11,500,000 Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Weighted average shares outstanding, Class A ordinary shares 11,500,000 430,000 11,930,000 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding, Class B ordinary shares 3,305,000 (430,000 ) 2,875,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ (0.03 ) $ 0.02 $ (0.01 ) Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding, Class A ordinary shares 11,500,000 430,000 11,930,000 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.01 ) $ (0.01 ) Weighted average shares outstanding, Class B ordinary shares 3,305,000 (430,000 ) 2,875,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ (0.05 ) $ 0.04 $ (0.01 ) As Previously Adjustment As Restated Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) Weighted average shares outstanding, Class A ordinary shares 11,500,000 430,000 11,930,000 Basic and diluted net loss per share, Class A ordinary shares $ — $ (0.02 ) $ (0.02 ) Weighted average shares outstanding, Class B ordinary shares 3,305,000 (430,000 ) 2,875,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ (0.08 ) $ 0.06 $ (0.02 ) Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) Change in value of Class A ordinary shares to $ 76,290 $ (76,290 ) $ — Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (7,592,578 ) $ (2,592,574 ) Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) Change in value of Class A ordinary shares to redemption $ 152,330 $ (152,330 ) $ — Total Shareholders’ Equity (Deficit) $ 5,000,001 $ (7,744,908 ) $ (2,744,907 ) Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) Non-Cash investing and financing activities: Change in value of Class A ordinary shares subject to possible redemption $ (76,290 ) $ 76,290 $ — Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited) Non-Cash investing and financing activities: Change in value of Class A ordinary shares to possible redemption $ (228,620 ) $ 228,620 $ — Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 |