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 5) and Private Warrants (collectively, with the Public Warrants, the “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 offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of share, 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. In further consideration of the SEC 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 ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares 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, concluded that the Company’s Private Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. 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 as well as re-evaluate the treatment of the warrants (including on October 27, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The impact of the first restatement on the Company’s financial statements reported on Form 10-K is reflected in the table below. As As Previously Adjustments Restated Reported (Amendment No. 1) (Amendment No. 1) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 6,623,910 $ 6,623,910 Ordinary Shares Subject to Possible Redemption 97,106,425 (6,623,913) 90,482,518 Ordinary Shares 5,141,784 4,782,695 9,924,479 Accumulated Deficit (141,775) (4,782,698) (4,942,473) Shareholders’ Equity 5,000,009 (3) 5,000,006 Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 Change in fair value of warrant liability $ — $ (4,671,652) $ (4,671,652) Transaction costs associated with Initial Public Offering — (111,046) (111,046) Net loss (141,775) (4,782,698) (4,942,473) Weighted average shares outstanding, Ordinary shares subject to possible redemption 9,724,327 (390,888) 9,333,519 Basic and diluted net income per share, Ordinary shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Ordinary shares 2,993,800 198,457 3,192,257 Basic and diluted net loss per share, Ordinary shares (0.05) (1.50) (1.55) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 Net loss $ (141,775) $ (4,782,698) $ (4,942,473) Change in fair value of warrant liability — (4,671,652) (4,671,652) Transaction costs associated with Initial Public Offering — (111,046) (111,046) Initial classification of Ordinary shares subject to possible redemption 97,106,425 (6,623,907) 90,482,518 Amendment No. 2 In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors in its historical financial statements where, at the closing of the Company’s Initial Public Offering on October 27, 2020, the Company improperly valued and reported its ordinary shares subject to redemption. As such, the Company concluded it should restate its previously issued restated financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on July 15, 2021, as discussed above, to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company requires ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection with the change in presentation for the ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between redeemable and non-redeemable ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both redeemable and non-redeemable shares share pro rata in the income and losses of the Company. As a result, the Company has restated its previously filed financial statements to present all redeemable ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. These financial statements restate the Company’s previously issued audited financial statements included in Form 10-K/A filed with the SEC on July 15, 2021 as of and for the period ended December 31, 2020. The quarterly periods ended March 31, 2021 and June 30, 2021 were restated in the Company’s Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 22, 2021. See Note 3 and 8, which have been updated to reflect the restatement contained in this Annual Report. The impact of the second restatement on the Company’s financial statements is reflected in the table below. As Restated Adjustments Restated (Amendment No. 1) (Amendment No. 2) (Amendment No. 2) Balance sheet as of December 31, 2020 Ordinary Shares Subject to Possible Redemption 90,482,518 14,313,745 104,796,260 Ordinary Shares 9,924,479 (9,924,479) — Accumulated Deficit (4,942,473) (4,389,266) (9,313,739) Shareholders’ Equity (Deficit) 5,000,006 (14,313,742) (9,313,736) Statement of Operations for the Period from August 21, 2020 (inception) to December 31, 2020 Weighted average shares outstanding, Redeemable ordinary shares 9,333,519 (4,116,752) 5,216,767 Basic and diluted net income per share, Redeemable ordinary shares 0.00 (0.62) (0.62) Weighted average shares outstanding, Non-redeemable ordinary shares 3,192,257 (477,089) 2,715,168 Basic and diluted net loss per share, Non-redeemable ordinary shares (1.55) 0.93 (0.62) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from August 21, 2020 to December 31, 2020 Sale of 10,479,626 Units, net of underwriting discount and offering expenses $ 96,851,997 $ (96,851,997) $ — Ordinary shares subject to redemption (90,482,518) 90,482,518 — Accretion for Ordinary Shares to Redemption Amount — (7,944,263) (7,944,263) Total Shareholders’ Equity (Deficit) 5,000,006 (14,313,742) (9,313,736) Cash Flow Statement for the Period from August 21, 2020 (inception) to December 31, 2020 Initial classification of Ordinary shares subject to possible redemption 90,482,518 14,313,742 104,796,260 |