RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 1A. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s unaudited interim condensed financial statements as of September 30, 2021, management determined it should restate its previously reported unaudited interim condensed financial statements. The Company had previously determined the Class A Ordinary Shares subject to possible redemption to be equal to the redemption value of per Class A Ordinary Shares while also taking into consideration a redemption cannot result in net tangible assets being less than Management has also determined that the Class A Ordinary Shares issued in connection with the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management has concluded that the redemption value should include all the Class A Ordinary Shares subject to possible redemption, resulting in the Class A Ordinary Shares subject to possible redemption being equal to their redemption value. In connection with the change in presentation for the Class A Ordinary Shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B Ordinary Shares. The presentation contemplates a Business Combination as the most likely outcome, in which case, both the Class A Ordinary Shares and the Class B Ordinary Shares share pro rata in the income (loss) 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 changes 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 8-K There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s previously issued financial statements is reflected in the following tables . The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported audited balance sheet as of February 9, 2021: As Previously Adjustment As Revised Balance Sheet as of February 9, 2021 (audited) Class A Ordinary Shares subject to possible redemption $ 300,351,190 $ 44,648,810 $ 345,000,000 Class A Ordinary Shares 446 (446 ) — Additional paid-in 13,003,096 (13,003,096 ) — Accumulated deficit (8,004,403 ) (31,645,268 ) (39,649,671 ) Total shareholders’ equity (deficit) 5,000,002 (44,648,810 ) (39,648,808 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of March 31, 2021: As Previously Adjustment As Revised Balance Sheet as of March 31, 2021 (unaudited) Class A Ordinary Shares subject to possible redemption $ 292,624,940 $ 52,375,060 $ 345,000,000 Class A Ordinary Shares 524 (524 ) — Additional paid-in 20,729,270 (20,729,270 ) — Accumulated deficit (15,730,653 ) (31,645,266 ) (47,375,919 ) Total shareholders’ equity (deficit) 5,000,004 (52,375,060 ) (47,375,056 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the three months ended March 31, 2021: As Previously Reported Adjustment As Revised Three Months ended March 31, 2021 (unaudited) Non-cash Initial classification of Class A Ordinary Shares subject to possible redemption 300,351,190 (300,351,190 ) — Change in value of Class A Ordinary Shares subject to possible redemption (7,726,250 ) 7,726,250 — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of June 30, 2021: As Previously Adjustment As Revised Balance Sheet as of June 30, 2021 (unaudited) Class A Ordinary Shares subject to possible redemption $ 306,503,630 $ 38,496,370 $ 345,000,000 Class A Ordinary Shares 385 (385 ) — Additional paid-in 6,850,719 (6,850,719 ) — Accumulated deficit (1,851,965 ) (31,645,266 ) (33,497,231 ) Total shareholders’ equity (deficit) 5,000,002 (38,496,370 ) (33,496,368 ) The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previousl y As Previously Adjustment As Revised Six Months ended June 30, 2021 (unaudited) Non-cash Initial classification of Class A Ordinary Shares subject to possible redemption 300,351,192 (300,351,192 ) — Change in value of Class A Ordinary Shares subject to possible redemption 6,152,436 (6,152,436 ) — The impact to the reported amounts of w e Net Income (Loss) Per Share As Previously Adjustment As Revised Three Months Ended March 31, 2021 (unaudited) Weighted average shares outstanding — Class A Ordinary Shares 34,500,000 (14,950,000 ) 19,550,000 Basic and diluted net income (loss) per share — Class A Ordinary Shares $ — $ (0.57 ) $ (0.57 ) Weighted average shares outstanding — Class B Ordinary Shares 8,125,000 — 8,125,000 Basic and diluted net income (loss) per share — Class B Ordinary Shares $ (1.94 ) $ 1.37 $ (0.57 ) Net Income (Loss) Per Share As Previously Adjustment As Revised Three Months Ended June 30, 2021 (unaudited) Weighted average shares outstanding — Class A Ordinary Shares 34,500,000 — 34,500,000 Basic and diluted net income (loss) per share — Class A Ordinary Shares $ — $ 0.32 $ 0.32 Weighted average shares outstanding — Class B Ordinary Shares 8,625,000 — 8,625,000 Basic and diluted net income (loss) per share — Class B Ordinary Shares $ 1.61 $ (1.29 ) $ 0.32 Net Income (Loss) Per Share As Previously Adjustment As Revised Six Months Ended June 30, 2021 (unaudited) Weighted average shares outstanding — Class A Ordinary Shares 34,500,000 (7,433,702 ) 27,066,298 Basic and diluted net income (loss) per share — Class A Ordinary Shares $ — $ (0.05 ) $ (0.05 ) Weighted average shares outstanding — Class B Ordinary Shares 8,376,381 — 8,376,381 Basic and diluted net income (loss) per share — Class B Ordinary Shares $ (0.22 ) $ 0.17 $ (0.05 ) |