Summary of Significant Accounting Policies | Note 2 — Summary of 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 three months ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. Restatement of Previously Reported Financial Statements The Company applies ASC 480 in classifying and measuring is Class A ordinary shares. This included classifying the Class A ordinary shares subject to possible redemption in temporary equity in the Company’s condensed balance sheets. However, the Company’s Amended and Restated Memorandum and Articles of Association specify that it will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon closing a Business Combination. As such, the Company has historically maintained shareholders’ equity of at least $5,000,001 by classifying a portion of the outstanding Class A ordinary shares in permanent equity. In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly presented its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that all of the Class A ordinary issued in the Initial Public Offering and Over-Allotment can be redeemed or become redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the initial and subsequent carrying value of temporary equity should include all outstanding Class A ordinary shares, irrespective of the aggregate limitation on redemptions. As a result, the Company restated its previously filed financial statements to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognized accretion from the initial book value to redemption value at the time of its Initial Public Offering and the Over-Allotment. The Company’s previously filed financial statements that contained the error were reported in the Company’s Form 8-K filed with the SEC on March 18, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). The impact of the restatement on the financial statement for the Affected Post IPO Balance sheet is presented below as it resulted in a reclassification of 2,752,741 Class A ordinary shares from permanent equity to Class A ordinary shares subject to possible redemption. As of March 12, 2021* As Revised Adjustment As Restated Total assets $ 302,635,573 $ 302,635,573 Total liabilities $ 25,582,978 $ 25,582,978 Class A ordinary shares subject to redemption 272,052,590 27,947,410 300,000,000 Preference shares — — — Class A ordinary shares 279 (279) — Class B ordinary shares 863 — 863 Additional paid-in captial 5,597,063 (5,597,063) — Accumulated deficit (598,200) (22,350,068) (22,948,268) Total shareholder's equity $ 5,000,005 $ (27,947,410) $ (22,947,405) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) $ 302,635,573 $ — $ 302,635,573 *As restated and presented in the March 31, 2021 Form 10-Q filed with the SEC on June 2, 2021 The impact of the restatement on the financial statements for the Affected Quarterly Periods 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: As of March 31, 2021 As Reported Adjustment As Restated Total assets $ 312,456,515 $ 312,456,515 Total liabilities $ 21,759,589 $ 21,759,589 Class A ordinary shares subject to redemption 285,696,921 24,303,079 310,000,000 Preference shares — — — Class A ordinary shares 243 (243) — Class B ordinary shares 862 — 862 Additional paid-in captial 1,602,768 (1,602,768) — Accumulated deficit 3,396,132 (22,700,068) (19,303,935) Total shareholder's equity $ 5,000,005 $ (24,303,079) $ (19,303,073) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) $ 312,456,515 $ — $ 312,456,515 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 21, 2021 (inception) through March 31, 2021: Form 10-Q: For the Period from January 21, 2021 (Inception) Through March 31, 2021 As Reported Adjustment As Restated Cash Flow Used in Operating Activities $ (1,036,223) $ — $ (1,036,223) Cash Flows Used in Investing Activities $ (310,000,000) $ — $ (310,000,000) Cash Flows Provided by Financing Activities $ 312,513,108 $ — $ 312,513,108 Supplemental Disclosure of Noncash Activities Offering costs included in accounts payable $ 920 $ — $ 920 Offering costs included in accrued expenses $ 85,450 $ — $ 85,450 Offering costs paid by related party under note payable $ 95,139 $ — $ 95,139 Deferred underwriting commissions in connection with the initial public offering $ 10,850,000 $ — $ 10,850,000 Initial value of ordinary shares subject to possible redemption $ 296,162,590 $ (296,162,590) $ — Change in value of Class A ordinary shares subject to possible redemption $ (10,465,669) $ 10,465,669 $ — 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 June 30, 2021: As of June 30, 2021 As Reported Adjustment As Restated Total assets $ 312,033,935 $ 312,033,935 Total liabilities $ 26,735,359 $ 26,735,359 Class A ordinary shares subject to redemption 280,298,573 29,701,427 310,000,000 Preference shares — — — Class A ordinary shares 297 (297) — Class B ordinary shares 775 — 775 Additional paid-in captial 7,001,150 (7,001,150) — Accumulated deficit (2,002,219) (22,699,980) (24,702,199) Total shareholder's equity $ 5,000,003 $ (29,701,427) $ (24,701,424) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Deficit) $ 312,033,935 $ — $ 312,033,935 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 21, 2021 (inception) through June 30, 2021: Form 10-Q: For the Period from January 21, 2021 (Inception) Through June 30, 2021 As Reported Adjustment As Restated Cash Flow Used in Operating Activities $ (1,336,823) $ — $ (1,336,823) Cash Flows Used in Investing Activities $ (310,000,000) $ — $ (310,000,000) Cash Flows Provided by Financing Activities $ 312,553,109 $ — $ 312,553,109 Supplemental Disclosure of Noncash Activities Offering costs included in accounts payable $ 920 $ — $ 920 Offering costs included in accrued expenses $ 85,450 $ — $ 85,450 Offering costs paid by related party under note payable $ 95,139 $ — $ 95,139 Deferred underwriting commissions in connection with the initial public offering $ 10,850,000 $ — $ 10,850,000 Initial value of ordinary shares subject to possible redemption $ 296,162,590 $ (296,162,590) $ — Change in value of Class A ordinary shares subject to possible redemption $ (15,864,017) $ 15,864,017 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported statement of shareholders' equity for the period from January 21, 2021 (inception) through June 30, 2021: For the Three Months Ended June 30, 2021 and for the Period From January 21, 2021 (Inception) through June 30, 2021 As Reported Adjustment As Restated Balance - January 21, 2021 (inception) $ — $ — $ — Issuance of Class B ordinary shares to Sponsor 25,000 — 25,000 Sale of shares in initial public offering and over-allotment option exercise, less allocation to derivative warrant liabilities, gross 300,700,000 (300,700,000) — Excess cash received over the fair value of the private warrants 3,720,000 — 3,720,000 Offering costs (17,144,205) 17,144,205 — Shares subject to possible redemption (285,696,922) 285,696,922 — Accretion of Class A ordinary shares subject to possible redemption amount — (26,444,205) (26,444,205) Net income 3,396,132 — 3,396,132 Balance - March 31, 2021 (Unaudited) $ 5,000,005 $ (24,303,079) $ (19,303,073) Shares subject to possible redemption 5,398,349 (5,398,349) — Forfeiture of Class B ordinary shares — — — Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital — — — Net loss $ (5,398,351) $ — $ (5,398,351) Balance - June 30, 2021 (Unaudited) $ 5,000,003 $ (29,701,427) $ (24,701,424) In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised 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. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per common share is presented below for the Affected Quarterly Periods: EPS for Class A ordinary shares (redeemable) As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) - For the Period from January 21, 2021 (Inception) Through March 31, 2021 Net income $ 3,396,132 $ — $ 3,396,132 Weighted average shares outstanding $ 29,090,127 $ (20,290,127) $ 8,800,000 Basic and diluted earnings per share 0.00 0.21 0.21 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss $ (5,398,351) $ — $ (5,398,351) Weighted average shares outstanding $ 23,417,072 $ 7,582,928 $ 31,000,000 Basic and diluted earnings per share 0.00 (0.14) (0.14) Form 10-Q (June 30, 2021) - For the Period from January 21, 2021 (Inception) Through June 30, 2021 Net loss $ (2,002,219) $ — $ (2,002,219) Weighted average shares outstanding $ 28,658,536 $ (7,310,710) $ 21,347,826 Basic and diluted earnings per share 0.00 (0.07) (0.07) EPS for Class B ordinary shares (non-redeemable) As Reported Adjustment As Adjusted Form 10-Q (March 31, 2021) - For the Period from January 21, 2021 (Inception) Through March 31, 2021 Net income $ 3,396,132 $ — $ 3,396,132 Weighted average shares outstanding $ 8,045,678 $ (488,353) $ 7,557,143 Basic and diluted earnings per share 0.42 (0.21) 0.21 Form 10-Q (June 30, 2021) - three months ended June 30, 2021 Net loss $ (5,398,351) $ — $ (5,398,351) Weighted average shares outstanding $ 5,757,485 $ 1,992,515 $ 7,750,000 Basic and diluted earnings per share (0.94) 0.80 (0.14) Form 10-Q (June 30, 2021) - For the Period from January 21, 2021 (Inception) Through June 30, 2021 Net loss $ (2,002,219) $ — $ (2,002,219) Weighted average shares outstanding $ 9,255,605 $ (1,589,456) $ 7,666,149 Basic and diluted earnings per share (0.22) 0.15 (0.07) Emerging Growth Company 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 independent registered public accounting firm 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 stockholder 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 an emerging growth 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 an 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 condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. 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 had no cash equivalents as of September 30, 2021 held outside of the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed 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 is included in income from investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s 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 condensed financial statements. Actual results could differ from those estimates. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements” approximates the carrying amounts represented in the condensed balance sheet. 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. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The Public Warrants and Private Placement Warrants were initially measured at fair value using a binomial lattice model in a risk-neutral framework. As of September 30, 2021, the fair value of the Public Warrants is based on the listed price in an active market for such warrants, and the fair value of the Private Placement Warrants is measured using a binomial lattice model in a risk-neutral framework. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2021, 31,000,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Shares The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the Private Placement Warrants to purchase an aggregate of 16,533,333 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and nine months ended September 30, 2021. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months For the Nine Months Ended September 30, 2021 Ended September 30, 2021 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 3,772,555 $ 943,139 $ 2,075,724 $ 637,751 Denominator: Basic and diluted weighted average ordinary shares outstanding 31,000,000 7,750,000 25,055,777 7,698,207 Basic and diluted net income per ordinary share $ 0.12 $ 0.12 $ 0.08 $ 0.08 Recent Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recent Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying condensed financial statements. |