Restatement of previously issued financial statements | Note 2—Restatement of previously issued financial statements After preparing and filing the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-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 portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. During the course of preparing the quarterly report on Form 10-Q for the period from January 13, 2021 (inception) through March 31, 2021, the Company identified a misstatement in its misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited balance sheet dated March 25, 2021, filed on Form 8-K on March 31, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance on March 21, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“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. The Company reassessed its accounting for Warrants issued on March 21, 2021, in light of the SEC Staff’s published views, and determined that the error was material and that the Post-IPO Balance Sheet should be restated which is reflected below. 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. 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 corrections noted above and has determined that the related impact was material to the Affected Periods that contained the errors. Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Periods should be restated to present (i) all Class A ordinary shares subject to possible redemption as temporary equity, (ii) to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, (iii) to correct its earnings per share calculation, and (iv) properly reflect the classification of warrants. As such, the Company is reporting these restatements to those Affected Periods in this quarterly report. The impact of the restatements noted above, is as follows: As of March 25, 2021 As Previously Warrant Temporary As Restated Total assets $ 314,189,950 $ — $ — $ 314,189,950 Total current liabilities $ 525,842 — — $ 525,842 Deferred underwriting commissions 10,890,707 — — 10,890,707 Derivative warrant liabilities — 14,995,760 — 14,995,760 Total liabilities 11,416,549 14,995,760 — 26,412,309 Class A common stock subject to redemption 297,773,400 (14,995,760 ) 28,385,410 311,163,050 Preferred stock — — — — Class A common stock 134 150 (284 ) — Class B common stock 791 — — 791 Additional paid-in captial 5,035,976 462,470 — 5,498,446 — Accumulated deficit (36,900 ) (462,620 ) (22,886,680 ) (23,386,200 ) Total stockholder’s equity $ 5,000,001 $ — $ (28,385,410 ) $ (23,385,409 ) Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $ 314,189,950 $ — $ — $ 314,189,950 Class A ordinary shares subject to possible redemption 29,777,340 $ (1,499,576 ) $ 2,838,541 31,116,305 Class A ordinary shares 1,338 96 $ 1,499,576 $ (2,838,541 ) — The impact of the restatement on the financial statements for the Affected Quarterly Period is presented below. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: March 31, 2021 As Previously Reported Adjustment As Restated Class A ordinary shares subject to possible redemption $ 282,957,370 $ 28,205,680 $ 311,163,050 Class A ordinary shares—$0.0001 par value 282 (282 ) — Additional paid-in-capital 5,318,731 (5,318,731 ) — Accumulated deficit (319,783 ) (22,886,667 ) (23,206,450 ) Total Stockholders’ Equity (Deficit) 5,000,008 (28,205,680 ) (23,205,672 ) Class A ordinary shares subject to possible redemption 28,295,737 2,820,568 31,116,305 Class A ordinary shares 2,820,568 (2,820,568 ) — The Company’s statement of shareholders’ deficit has been restated to reflect the changes to the impacted shareholders’ deficit accounts described above. Statement of changes in Shareholders’ Deficit for the period As Previously Reported Adjustment As Restated Sale of units in initial public offering, less fair value of public warrants $ 305,214,820 $ (305,214,820 ) $ — Offering costs (17,138,390 ) 17,138,390 — Remeasurement of Class A ordinary shares subject to possible redemption — (23,086,620 ) (23,086,620 ) Shares subject to possible redemption (282,957,370 ) 282,957,370 — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the period from January 13, 2021 (inception) through March 31, 2021: Supplemental Disclosure of Noncash Financing Activities: As Previously Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 282,777,640 $ (282,777,640 ) $ — Change in value of Class A ordingary shares subject to possible redemption 179,730 (179,730 ) — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: For the period from January 13, 2021 (inception) through March 31, 2021: Earnings per Share As Reported Adjustment As Adjusted Net loss $ (319,783 ) $ — $ (319,783 ) Weighted average shares outstanding - Class A ordinary share 28,282,899 (25,215,094 ) 3,067,805 Basic and dilued earnings per share - Class A ordinary shares $ — $ (0.03 ) $ (0.03 ) Weighted average shares outstanding - Class B ordinary share 7,243,737 (279,603 ) 6,964,134 Basic and dilued earnings per share - Class B ordinary shares $ (0.04 ) $ 0.01 $ (0.03 ) |