| Significant Accounting Policies | Note
3 — Significant Accounting Policies Basis
of Presentation The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of
the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited
condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement
of the balances and results for the periods presented. Operating results for the period for the three months ended March 31, 2021 are
not necessarily indicative of the results that may be expected through December 31, 2021. The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 12, 2021 and March 4, 2021, respectively. Restatement In
connection with preparation of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, the Company’s
management determined that the correct presentation of the FPA should be as a liability as of March 5, 2021, and as an asset as of March
31, 2021. Accordingly, the Company has restated its unaudited condensed financial statements as of March 31, 2021 and for the three months
ended March 31, 2021 to correct the presentation of the FPA. The
following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the period, indicated:
As Previously Reported Adjustment As Restated
Balance Sheet as of March 31, 2021
Forward Purchase Agreement asset $ - $ 196,969 $ 196,969
Total Assets 257,283,493 196,969 257,480,462
Forward Purchase Agreement liability 196,969 (196,969 ) -
Total Liabilities 27,973,096 (196,969 ) 27,776,127
Class A ordinary shares subject to possible redemption 224,310,390 393,940 224,704,330
Class A ordinary shares 305 (4 ) 301
Additional paid-in capital 6,422,799 (501,844 ) 5,920,955
Accumulated deficit (1,423,734 ) 501,846 (921,888 )
Total Shareholders’ Equity $ 5,000,007 $ (2 ) $ 5,000,005
Statement of Operations for the three months ended March 31, 2021
Unrealized (loss) gain on change in fair value of FPA $ (250,923 ) $ 501,846 $ 250,923
Net loss $ (1,418,734 ) $ 501,846 $ (916,888 )
Basic and diluted weighted average shares outstanding, ordinary share subject to redemption 5,723,526 (3,117 ) 5,720,409
Basic and diluted net income per share $ - $ - $ -
Basic and diluted weighted average shares outstanding, ordinary share 7,843,595 3,118 7,846,713
Basic and diluted net loss per share $ (0.18 ) $ 0.06 $ (0.12 )
Statement of Cash Flows for the three months ended March 31, 2021
Net loss $ (1,418,734 ) $ 501,846 $ (916,888 )
Unrealized loss (gain) on change in fair value of FPA $ 250,923 $ (501,846 ) $ (250,923 ) Emerging
Growth Company Status The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our
Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of these unaudited condensed financial statements in conformity with US GAAP requires 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 balance
sheet. Actual results could differ 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.
The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020. Marketable
securities held in Trust Account At
March 31, 2021, the assets held in the Trust Account were substantially held in mutual funds comprised of U.S. Treasury Bills, classified
as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains
and losses resulting from the change in fair value of these securities are included in Trust interest income in the statement of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information. Fair
Value Measurements 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 include:
● 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. The
fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and
cash equivalents, prepaid expenses, due to related party are estimated to approximate the carrying values as of March 31, 2021 due to
the short maturities of such instruments. The
Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and
unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and
inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3. See Note 7
for additional information on assets and liabilities measured at fair value. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021 and December 31, 2020, the Company
has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Ordinary
Shares Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if
any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including 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) is classified as temporary equity. At all other times, ordinary shares
is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered
to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject
to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the
Company’s balance sheet. Net
Income (Loss) Per Ordinary Share Net
income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding
for each of the periods. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued
in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent
upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase
13,892,395 ordinary shares in the aggregate. The
Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption
in a manner similar to the two-class method of income (loss) per ordinary share. Net income per ordinary share, basic and diluted, for
redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number
of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable
ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary shares, by the weighted
average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares include the founder shares
as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.
For the March 31,
Ordinary shares subject to possible redemption
Numerator: net income allocable to ordinary shares subject to possible redemption amortized Interest income on marketable securities held in trust $ -
Less: interest available to be withdrawn for payment of taxes -
Net income allocable to ordinary shares subject to possible redemption $ -
Denominator: weighted average redeemable ordinary shares, basic and diluted 5,720,409
Basic and diluted net income per share, redeemable ordinary shares $ -
Non-redeemable ordinary shares
Numerator: net income minus redeemable net earnings
Net loss $ (916,888 )
Redeemable net earnings -
Non-redeemable net loss $ (916,888 )
Denominator: weighted average non-redeemable ordinary shares, basic and diluted 7,846,713
Basic and diluted net loss per share, ordinary shares, as restated $ (0.12 ) Offering
Costs associated with the Initial Public Offering The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses
of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date
that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Offering costs are allocated
to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering
costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to
the shareholders’ equity. Derivative
Financial Instruments The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value
on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative
assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative
instrument. FASB
ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its
equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares
and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary
shares. Income
Taxes The
Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized. ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain
tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on December 29, 2020,
the evaluation was performed for upcoming 2020 tax year which will be the only period subject to examination. The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations,
income taxes are not levied on the Company. Recent
Accounting Pronouncements Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s unaudited condensed financial statement. |
