Restatement of Previously Issued Financial Statements | Note 2—Restatement of Previously Issued Financial Statements The Company had recognized a liability upon closing of their initial public offering in February 2021 for a portion of the underwriter’s commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. On September 27, 2022, Deutsche Bank Securities, Inc. irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement. The Company recognized the waiver as an extinguishment, with a resulting non-operating gain recognized in its statements of operations for the three and nine months ended September 30, 2022. Upon subsequent review and analysis, management concluded that the Company should have recognized the portion allocated to Public Shares as an adjustment to the carrying value of the Class A ordinary shares subject to possible redemption and the remaining balance as a gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities. Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s previously issued interim financial statements as of September 30, 2022 (the “Quarterly Report”) should no longer be relied upon and that it is appropriate to restate the Quarterly Report. As such, the Company will restate its financial statements in this Form 10-K. The previously filed financial statements for the three and nine months ended September 30, 2022, as filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 (the “Original Filing”) should no longer be relied upon. Impact of the Restatement The impact of the restatement on the statements of operations, statement of changes in stockholders’ deficit and statement of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Statements of Operations: For the Three Months Ended September 30, 2022 As Previously Restatement As Restated Loss from operations (2,302,238 ) – (2,302,238 ) Other income (expenses) Change in fair value of derivative warrant liabilities 1,159,920 – 1,159,920 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities 6,256,250 (6,066,060 ) 190,190 Offering costs associated with derivative warrant liabilities – – – Income from investments held in Trust Account 1,108,635 – 1,108,635 Net income 6,222,567 (6,066,060 ) 156,507 Weighted average shares outstanding of Class A ordinary share, basic and diluted 32,500,000 – 32,500,000 Basic net income per share, Class A ordinary share 0.15 (0.15 ) 0.00 Weighted average shares outstanding of Class B ordinary share, basic 8,125,000 – 8,125,000 Basic net income per share, Class B ordinary share 0.15 (0.15 ) 0.00 Weighted average shares outstanding of Class B ordinary share, diluted 8,125,000 – 8,125,000 Diluted net income per share, Class B ordinary share 0.15 (0.15 ) 0.00 For the Nine Months Ended September 30, 2022 As Previously Restatement As Restated Loss from operations (2,851,917 ) – (2,851,917 ) Other income (expenses) : Change in fair value of derivative warrant liabilities 6,104,920 – 6,104,920 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities 6,256,250 (6,066,060 ) 190,190 Offering costs associated with derivative warrant liabilities – – – Income from investments held in Trust Account 1,323,982 – 1,323,982 Net income 10,833,235 (6,066,060 ) 4,767,175 Weighted average shares outstanding of Class A ordinary share, basic and diluted 32,500,000 – 32,500,000 Basic net income per share, Class A ordinary share 0.27 (0.15 ) 0.12 Weighted average shares outstanding of Class B ordinary share, basic 8,125,000 – 8,125,000 Basic net income per share, Class B ordinary share 0.27 (0.15 ) 0.12 Weighted average shares outstanding of Class B ordinary share, diluted 8,125,000 – 8,125,000 Diluted net income per share, Class B ordinary share 0.27 (0.15 ) 0.12 Statement of Changes in Shareholders’ Deficit: For the Nine Months Ended September 30, 2022 As Previously Restatement As Adjustment for accretion of Class A ordinary shares subject to possible redemption amount - accumulated deficit (1,252,434 ) 6,066,060 4,813,626 Statement of Cash Flows: For the Nine Months Ended September 30, 2022 As Previously Restatement As Restated Net income 10,833,235 (6,066,060 ) 4,767,175 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of derivative warrant liabilities (6,104,920 ) – (6,104,920 ) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities (6,256,250 ) 6,066,060 (190,190 ) Offering costs associated with derivative warrant liabilities – – – Income from investments held in Trust Account (1,323,982 ) – (1,323,982 ) Changes in operating assets and liabilities: Prepaid expenses 458,459 – 458,459 Accounts payable 7,679 – 7,679 Accrued expenses 1,906,957 – 1,906,957 Net cash used in operating activities (478,822 – (478,822 ) |