RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS First Amendment In April 2021, the Company concluded that, because of a misapplication of the accounting guidance related to its Public and Private Placement Warrants the Company issued in December 2020, the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. On April 12, 2021, the SEC Statement was issued. 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, dated as of December 16, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of ASC 815-40. The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its Warrant Agreement and the Company’s application of ASC 815-40 to the warrant agreement. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 19,166,667 Public Warrants, (ii) the 9,000,000 Private Placement Warrants, and (iii) the 6,666,667 Forward Purchase Warrants (See Note 4, Note 5 and Note 8). The Company previously accounted for all Warrants as components of equity. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, (i) certain items on the Company’s previously issued audited balance sheet dated as of December 21, 2020 which was related to its initial public offering, and (ii) the Company’s previously issued audited financial statements for the Affected Periods included in the Company’s Annual Report should no longer be relied upon and that it is appropriate to restate the Annual Report. The Company will file an amendment to the Annual Report, which will include the restated audited financial statements for the Affected Periods. The Company has not amended its previously filed Current Report on Form 8-K for the Affected Periods. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. In further consideration of the guidance in ASC 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change. After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements for the Affected Periods, as previously reported in its Form 10-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: As Adjustment As Restated Balance Sheet at December 21, 2020 Warrant Liability $ - $ 26,786,667 $ 26,786,667 Class A ordinary shares subject to possible redemption 551,300,880 (26,786,670 ) 524,514,210 Class A ordinary shares 237 268 505 Additional paid-in capital 5,009,562 815,795 5,825,357 Accumulated deficit $ (11,233 ) $ (816,060 ) $ (827,293 ) Balance Sheet at December 31, 2020 Warrant Liability $ - $ 30,461,667 $ 30,461,667 Class A ordinary shares subject to possible redemption, 551,286,290 (30,461,670 ) 520,824,620 Class A ordinary shares 237 305 542 Additional paid-in capital 5,024,151 4,490,758 9,514,909 Accumulated deficit $ (25,822 ) $ (4,491,060 ) $ (4,516,882 ) Statement of Operations for the period from October 7, 2020 (inception) through December 31, 2020 Unrealized loss on change in fair value of warrants $ - $ (3,675,000 ) $ (3,675,000 ) Warrant issuance costs - (816,060 ) (816,060 ) Net loss $ (25,822 ) $ (4,491,060 ) $ (4,516,882 ) Weighted average shares outstanding, basic and diluted 14,653,813 315,137 14,968,950 Basic and diluted net loss per share $ (0.00 ) $ (0.30 ) $ (0.30 ) Statement of Cash Flows for the period from October 7, 2020 (inception) through December 31, 2020 Cash Flows from Operating Activities: Net loss $ (25,822 ) $ (4,491,060 ) $ (4,516,882 ) Unrealized loss on change in fair value of warrants - 3,675,000 3,675,000 Warrant issuance costs $ - $ 816,060 $ 816,060 Second Amendment In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company’s management determined it should restate its previously reported financial statements. The Company previously determined that the Public Shares subject to possible redemption were equal to their redemption value of $10.00 per Public Share while also taking into consideration the requirement under the Company’s amended and restated memorandum and articles of association that the Company’s redemption of Public Shares cannot result in the Company’s net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the Public Shares and determined that the Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, the Company’s management concluded that the carrying value should include all Public Shares subject to possible redemption, resulting in all of the Public Shares being classified outside of permanent equity. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Public Shares. See Note 3, “Ordinary Shares Subject to Possible Redemption.” In connection with the change in presentation for the Public Shares, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to the Public Shares and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table. As Adjustments As Restated Balance Sheet as of December 21, 2020 (as revised in footnote 2 per Form 10-K/A filed on May 17, 2021) Ordinary share subject to possible redemption ($) $ 524,514,210 $ 50,485,790 $ 575,000,000 Ordinary shares Class A, $0.0001 par value 505 (505 ) - Additional paid-in capital 5,825,357 (5,825,357 ) - Accumulated deficit (827,293 ) (44,659,928 ) (45,487,221 ) Total shareholders’ equity $ 5,000,007 $ (50,485,790 ) $ (45,485,783 ) Number of shares subject to redemption 52,451,421 5,048,579 57,500,000 Balance Sheet at December 31, 2020 Class A ordinary shares subject to possible redemption $ 520,824,620 $ 54,185,348 $ 575,009,968 Class A ordinary shares 542 (542 ) - Additional paid-in capital 9,514,909 (9,514,909 ) - Accumulated deficit (4,516,882 ) (44,669,897 ) (49,186,779 ) Total shareholders’ equity $ 5,000,007 $ (54,185,348 ) $ (49,185,341 ) Statement of Operations for the period from October 7, 2020 (inception) through December 31, 2020 Basic and diluted weighted average shares outstanding, ordinary shares subject to redemption - 6,764,706 6,764,706 Basic and diluted net loss per share $ - $ (0.23 ) $ (0.23 ) Basic and diluted weighted average shares outstanding, ordinary shares 14,968,950 (2,248,362 ) 12,720,588 Basic and diluted net loss per share $ (0.30 ) $ 0.07 $ (0.23 ) Statement of Shareholders’ Equity for the period from October 7, 2020 (inception) through December 31, 2020 Remeasurement in Class A ordinary shares to redemption value $ (520,824,620 ) $ 474,851,161 $ (45,973,459 ) Class A ordinary shares 542 (542 ) - Additional paid-in capital 9,514,909 (9,514,909 ) - Accumulated deficit (4,516,882 ) (44,669,897 ) (49,186,779 ) Total shareholders’ equity $ 5,000,007 $ (54,185,348 ) $ (49,185,341 ) Statement of Cash Flows for the period from October 7, 2020 (inception) through December 31, 2020 Initial value of Class A ordinary shares subject to possible redemption $ 524,514,210 $ 4,522,299 $ 529,036,509 Remeasurement in Class A ordinary shares to redemption value $ (3,689,590 ) $ 49,663,049 $ 45,973,459 |