SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Amendment No. 2 to the Annual Report on Form 10-K/A Restatement of Revision to Previously Reported Financial Statements (as restated) In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity and restate its presentation of earnings per share. In accordance with ASC 480, paragraph 10-S99, of permanent equity. The Company had previously classified a portion of its Class A 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 shares In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company restated its earnings per share calculation to allocate income and losses share pro rata between the two classes of shares participate pro rata in the income and losses of the Company . In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present (i) all Class A ordinary shares subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and (iii) to correct its earnings per share calculation. As such, the Company is reporting these restatements to those Affected Quarterly Periods in this quarterly report. Impact of the Restatement The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The table below presents the effect of the financial statement adjustments r e As of March 31, 2021 (unaudited) As Previously Adjustment As Restated Total assets $ 173,799,432 $ — $ 173,799,432 Total liabilities $ 16,692,190 $ — $ 16,692,190 Class A ordinary shares subject to redemption at $10.00 per share $ 152,107,240 $ 20,392,760 $ 172,500,000 Preference shares — — — Class A ordinary shares 204 (204 ) — Class B ordinary shares 431 — 431 Additional paid-in 5,316,870 (5,316,870 ) — Accumulated deficit (317,503 ) (15,075,686 ) (15,393,189 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (20,392,760 ) $ (15,392,758 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 173,799,432 $ — $ 173,799,432 Shares of Class A ordinary shares subject to redemption 15,210,724 2,039,276 17,250,000 Shares of Class A ordinary shares 2,039,276 (2,039,276 ) — The Company’s unaudited condensed statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above . The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Three months ended March 31, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 1,785,080 $ (1,785,080 ) $ — The table below presents the effect of the financial statement adjustments rela t As of June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 173,571,311 $ — $ 173,571,311 Total liabilities $ 17,513,830 $ — $ 17,513,830 Class A ordinary shares subject to redemption at $10.00 per share $ 151,057,480 $ 21,442,520 $ 172,500,000 Preference shares — — — Class A ordinary shares 214 (214 ) — Class B ordinary shares 431 — 431 Additional paid-in capital 6,366,620 (6,366,620 ) — Accumulated deficit (1,367,264 ) (15,075,686 ) (16,442,590 ) Total shareholders’ equity (deficit) $ 5,000,001 $ (21,442,520 ) $ (16,442,519 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 173,571,311 $ — $ 173,571,311 Shares of Class A ordinary shares subject to redemption 15,105,748 2,144,252 17,250,000 Shares of Class A ordinary shares 2,144,252 (2,144,252 ) — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Six months ended June 30, 2021 (unaudited) Supplemental Disclosure of Noncash Financing Activities Change in value of Class A ordinary shares subject to possible redemption $ 735,320 $ (735,320 ) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share As Reported Adjustment As Restated Three Months Ended March 31, 2021 (unaudited) Net income $ 1,785,072 $ — $ 1,785,072 Weighted average shares outstanding - Class A ordinary shares 17,250,000 — 17,250,000 Basic and diluted earnings per share - Class A ordinary shares $ — $ 0.08 $ 0.08 Weighted average shares outstanding - Class B ordinary shares 4,312,500 — 4,312,500 Basic and diluted earnings per share - Class B ordinary shares $ 0.41 $ (0.33 ) $ 0.08 Loss Per Share As Reported Adjustment As Restated Three Months Ended June 30, 2021 (unaudited) Net loss $ (1,049,761 ) $ — $ (1,049,761 ) Weighted average shares outstanding - Class A ordinary shares 17,250,000 — 17,250,000 Basic and diluted loss per share - Class A ordinary shares $ — $ (0.05 ) $ (0.05 ) Weighted average shares outstanding - Class B ordinary shares 4,312,500 — 4,312,500 Basic and diluted loss per share - Class B ordinary shares $ (0.24 ) $ 0.19 $ (0.05 ) Earnings Per Share As Reported Adjustment As Restated Six Months Ended June 30, 2021 (unaudited) Net income $ 735,311 $ — $ 735,311 Weighted average shares outstanding - Class A ordinary shares 17,250,000 — 17,250,000 Basic and diluted earnings per share - Class A ordinary shares $ — $ 0.03 $ 0.03 Weighted average shares outstanding - Class B ordinary shares 4,312,500 — 4,312,500 Basic and diluted earnings per share - Class B ordinary shares $ 0.17 $ (0.14 ) $ 0.03 Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2021 and December 31, 2020. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities and rec o Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000, and any cash held in the Trust Account. At September 30, 2021 and December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value of Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The warrants issued in connection with its Initial Public Offering (“the Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence respectively of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 17,250,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s balance sheet. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 9,383,333 The following table reflects presents a reconciliation of the nume r For the Three Months Ended For the Nine Months Ended For the Period From Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,594,414 $ 648,604 $ 3,182,663 $ 795,666 — $ (33,376 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 — 3,750,000 Basic and diluted net income (loss) per ordinary share $ 0.15 $ 0.15 $ 0.18 $ 0.18 $ — $ (0.01 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |