RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. The Company’s management evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The Company’s Private Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result, the only Private Warrants shall be classified as liabilities and the Public Warrants shall be classified as equity and the Company reevaluated the accounting treatment of the 5,750,000 In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity In addition, the Company concluded it should restate its consolidated financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a substantial portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter 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 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 impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity. The impact to the previously presented financial statements is presented below: Adjustment #1 refer to Public warrant reclassify from warrant liabilities to equity component. Adjustment #2 refer to classify all public shares as temporary equity. Schedule of effect of the revision on each financial statement As Previously Adjustment Adjustments As Reported #1 #2 Restated Balance sheet as of June 24, 2021 Warrant liabilities 8,616,000 (7,991,000 ) - 625,000 Total liabilities 10,071,000 (7,991,000 ) - 2,080,000 Ordinary shares subject to possible redemption 43,522,748 - 14,552,252 58,075,000 Ordinary shares 315 - (144 ) 171 Additional paid-in capital 5,203,437 7,991,000 (13,194,437 ) - Accumulated deficit (203,748 ) - (1,357,671 ) (1,561,419 ) Total shareholders’ equity (deficit) 5,000,004 7,991,000 (14,552,252 ) (1,561,248 ) Balance sheet as of June 30, 2021 Ordinary shares subject to possible redemption 51,477,834 - 6,597,166 58,075,000 Ordinary shares 236 - (65 ) 171 Additional paid-in capital 5,239,430 - (5,239,430 ) - Accumulated deficit (239,658 ) - (1,357,671 ) (1,597,329 ) Total shareholders’ equity (deficit) 5,000,008 - (6,597,166 ) (1,597,158 ) Statement of changes in shareholders’ deficit for the three and six months ended June 30, 2021 (unaudited) Initial classification of ordinary shares subject to possible redemption – no. of shares (5,100,371 ) - (649,629 ) (5,750,000 ) Initial classification of ordinary shares subject to possible redemption – amount (510 ) - (65 ) (575 ) Initial classification of ordinary shares subject to possible redemption – additional paid-in capital (51,513,238 ) - (3,997,226 ) (55,510,464 ) Initial classification of ordinary shares subject to possible redemption – total shareholder’s deficit (51,513,748 ) - (3,997,291 ) (55,511,039 ) Allocation of offering costs to common stock subject to redemption - - 2,787,620 2,787,620 Accretion of carrying value to redemption value – additional paid-in capital - - (3,993,910 ) (3,993,910 ) Accretion of carrying value to redemption value – accumulated deficit - - (1,357,671 ) (1,357,671 ) Accretion of carrying value to redemption value – total shareholder’s deficit - - (5,351,581 ) (5,351,581 ) Statement of cash flows for the six months ended June 30, 2021 (unaudited) SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: Initial classification of ordinary shares subject to possible redemption 51,513,748 - 3,997,291 55,511,039 Allocation of offering costs to common stock subject to redemption - - 2,787,620 2,787,620 Accretion of carry value of redemption value - - 5,351,581 5,351,581 Notes 3, 5 and 8 have been updated to reflect the restatements. |