Restatement of Previously Issued Financial Statements | Note 2 – Restatement of Previously Issued Financial Statements After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. Subsequent to the filing of the 10-Q for the quarterly period ending June 30, 2021, the Company concluded it should restate its prior-filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. Subsequent to the filing of the 10-Q for the quarterly period ending September 30, 2021, the Company concluded it should restate its prior-filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent 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 classified as temporary equity as part of net tangible assets. Effective with its September 30, 2021 financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method. 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 Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021. Therefore, the Company, in consultation with its Audit Committee, concluded that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity, restate earnings per share and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. The previously presented unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021, should no longer be relied upon. The restatement does not have an impact on the Company’s cash position and cash held in the Trust Account. The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of June 30, 2021: June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Total assets $ 415,549,535 $ 1 $ 415,549,536 Total liabilities 36,602,571 — 36,602,571 Class A ordinary shares subject to redemption 373,946,960 40,053,040 414,000,000 Preference shares, par value $0.0001 — — — Class A ordinary shares, par value $0.0001 400 (400) — Class B ordinary shares, par value $0.0001 1,035 — 1,035 Additional paid-in capital — — — Accumulated deficit 4,998,569 (40,052,639) (35,054,070) Total shareholders’ equity (deficit) 5,000,004 (40,053,039) (35,053,035) Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit) $ 415,549,535 $ 1 $ 415,549,536 Class A ordinary shares subject to redemption 37,394,696 4,005,304 41,400,000 Class A ordinary shares 4,005,304 (4,005,304) — The Company’s statement of changes in shareholders’ deficit 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 six months ended June 30, 2021: Form 10-Q: Six Months Ended June 30, 2021 (unaudited) As Previously Reported Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Change in value of Class A ordinary shares subject to possible redemption $ 18,038,990 $ (18,038,990) $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three and six months ended June 30, 2021: EPS for Class A ordinary shares As Previously Reported Adjustment As Restated Form 10-Q (June 30,2021) – three months ended June 30, 2021 (unaudited) Net loss $ (2,878,827) $ — $ (2,878,827) Weighted average shares outstanding 41,400,000 — 41,400,000 Basic and diluted loss per share $ — $ (0.06) $ (0.06) Form 10-Q (June 30,2021) – six months ended June 30, 2021 (unaudited) Net income $ 18,038,986 $ — $ 18,038,986 Weighted average shares outstanding 41,400,000 — 41,400,000 Basic and diluted earnings per share $ — $ 0.35 $ 0.35 EPS for Class B ordinary shares As Previously Reported Adjustment As Restated Form 10-Q (June 30, 2021) - three months ended June 30, 2021 (unaudited) Net loss $ (2,878,827) $ — $ (2,878,827) Weighted average shares outstanding 10,350,000 — 10,350,000 Basic and diluted loss per share $ (0.28) $ 0.22 $ (0.06) Form 10-Q (June 30, 2021) - six months ended June 30, 2021 (unaudited) Net income $ 18,038,986 $ — $ 18,038,986 Weighted average shares outstanding 10,350,000 — 10,350,000 Basic and diluted earnings per share $ 1.74 $ (1.39) $ 0.35 Class A Ordinary Shares Subject to Possible Redemption 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 of future events. As of June 30, 2021, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to possible redemption. The Class A ordinary shares issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A ordinary shares subject to possible redemption as follows: Gross Proceeds $ 414,000,000 Less: Proceeds allocated to Public Warrants (19,458,000) Class A ordinary shares issuance costs (22,524,192) Plus: Accretion of carrying value to redemption value 41,982,192 Class A ordinary shares subject to possible redemption $ 414,000,000 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, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, 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 December 15, 2022. |