RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment No. 1 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”) issued in connection with its Initial Public Offering and the FPA (as defined in Note 7) 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 offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission 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 (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants and the FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, 815-40-15 Section 815-40-15, Section 815-40-15 fixed-for-fixed Section 815-40-25. As a result of the above, the Company should have classified the Warrants and the FPA 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 and the FPA at the end of each reporting period as well as re-evaluate 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 investments held in trust, revenue, operating expenses, cash flows or cash. The following table summarizes the effect of the restatement on each financial statement line item impacted by the restatement and on the number of Class A ordinary shares subject to redemption. As Previously Reported in Adjustments As Restated Balance sheet as of October 9, 2020 Warrant liability — 13,400,000 13,400,000 Forward purchase agreement liability — 50,000 50,000 Total Liabilities $ 8,755,508 $ 13,450,000 $ 22,205,508 Class A Ordinary Shares Subject to Possible Redemption 237,804,830 (13,450,000 ) 224,354,830 Class A Ordinary Shares 122 134 256 Additional Paid-in 5,004,166 532,751 5,536,917 Accumulated Deficit (5,003 ) (532,885 ) (537,888 ) Total Shareholders’ Equity 5,000,004 — 5,000,004 Number of Class A ordinary shares subject to redemption 23,780,483 (1,345,000 ) 22,435,483 Balance sheet as of December 31, 2020 Warrant liability — 15,090,000 15,090,000 Forward purchase agreement liability — 2,050,000 2,050,000 Total Liabilities $ 8,923,873 $ 17,140,000 $ 26,063,873 Ordinary Shares Subject to Possible Redemption 237,588,818 (17,139,998 ) 220,448,820 Class A Ordinary Shares 125 171 296 Additional Paid-in 5,220,269 4,222,712 9,442,981 Accumulated Deficit (221,009 ) (4,222,885 ) (4,443,894 ) Shareholders’ Equity 5,000,010 (2 ) 5,000,008 Number of Class A ordinary shares subject to redemption 23,753,855 (1,713,637 ) 22,040,218 Statement of Operations Period from August 19, 2020 (inception) to December 31, Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Weighted average shares subject to possible redemption 23,780,483 (1,740,265 ) 22,040,218 Weighted average shares outstanding of basic and diluted shares 7,011,052 839,361 7,850,413 Basic and diluted net loss per ordinary share (0.04 ) (0.58 ) Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020 Net loss $ (221,009 ) $ (4,222,885 ) $ (4,443,894 ) Change in warrant liability — 3,740,000 3,740,000 Allocation of initial public offering costs — 482,885 482,885 Initial classification of warrant liability — 13,450,000 13,450,000 Initial classification of common stock subject to possible redemption 237,804,830 (13,450,000 ) 224,354,830 Change in value of common stock subject to possible redemption (216,012 ) (3,690,000 ) (3,906,012 ) Amendment No. 2 In response to recent comment letters issued by the U.S. Securities and Exchange Commission (“SEC”), management has re-evaluated 480-10-S99-3A paid-in a In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also restated its loss per ordinary share calculation to allocate net 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 loss of the Company. There has been no change in the Company’s total assets, liabilities or operating results. As Previously Reported in Adjustment As Restated Balance Sheet as of October 9, 2020 Ordinary shares subject to possible redemption $ 224,354,830 $ 25,645,170 $ 250,000,000 Ordinary shares $ 256 $ (256 ) $ — Additional paid-in $ 5,536,917 $ (5,536,917 ) $ — Accumulated deficit $ (537,888 ) $ (20,107,997 ) $ (20,645,885 ) Total Shareholders’ Equity (Deficit) $ 5,000,004 $ (25,645,170 ) $ (20,645,166 ) Balance Sheet as of December 31, 2020 Ordinary shares subject to possible redemption $ 220,448,820 $ 29,604,086 $ 250,052,906 Ordinary shares $ 296 $ (296 ) $ — Additional paid-in $ 9,442,981 $ (9,442,981 ) $ — Accumulated deficit $ (4,443,894 ) $ (20,160,809 ) $ (24,604,703 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (29,604,086 ) $ (24,604,078 ) Statement of Operations for the Period from August 19, 2020 (Inception) Through December 31, 2020 Weighted average Class A ordinary shares outstanding 22,435,483 (6,833,979 ) 15,601,504 Basic and diluted net loss per Class A ordinary share $ — $ (0.20 ) $ (0.20 ) Weighted average Class B ordinary shares outstanding 7,850,413 (1,600,413 ) 6,250,000 Basic and diluted net loss per Class B ordinary share $ (0.58 ) $ 0.38 $ (0.20 ) As Previously Reported in Adjustment As Restated Statement of Changes in Shareholders’ Equity (Deficit) for the Period from August 19, 2020 (inception) through December 31, 2020 Sale of 25,00,000 Units, net of underwriter discounts and offering expenses $ 227,767,722 $ (227,727,722 ) $ — Initial value of Class A Ordinary Shares subject to redemption $ (220,448,820 ) $ 220,448,820 $ — Accretion for Class A Ordinary Shares to redemption amount $ — $ (22,285,184 ) $ (22,285,184 ) Total Shareholders’ Equity (Deficit) $ 5,000,008 $ (29,604,086 ) $ (24,604,078 ) Statement of Cash Flows for the Period from August 19, 2020 (inception) through December 31, 2020 Initial classification of Ordinary shares subject to possible redemption $ 224,354,830 $ 25,645,170 $ 250,000,000 Change in value of ordinary shares subject to possible redemption $ (3,906,010 ) $ 3,958,916 $ 52,906 |