RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment No. 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of share, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission 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 settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement. In further consideration of the SEC Statement, the Company’s management further 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 ordinary share. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary share 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. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary 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, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. The table below summarizes the effects of the above restatement (Amendment No. 1) on the financial statements for all periods being restated: As As Previously Restated on Reported on Form 10-K/A Form 10-K Adjustments (Amendment No. 1) Balance sheet as of July 20, 2020 (unaudited) Warrant Liability $ — $ 13,205,700 $ 13,205,700 Class A Ordinary Share Subject to Possible Redemption 240,551,310 (13,205,700) 227,345,610 Class A Ordinary Shares 124 133 257 Additional Paid-in Capital 5,004,605 497,164 5,501,769 Accumulated Deficit (5,353) (497,297) (502,650) Condensed Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,739,000 $ 17,739,000 Class A Ordinary Share Subject to Possible Redemption 240,454,383 (17,739,000) 222,715,383 Class A Ordinary Shares 126 177 303 Additional Paid-in Capital 5,101,530 (5,030,420) 10,131,950 (Accumulated Deficit) Retained Earnings (102,287) (5,030,597) (5,132,884) Balance sheet as of December 31, 2020 Warrant Liability $ — $ 21,089,700 $ 21,089,700 Class A Ordinary Share Subject to Possible Redemption 240,254,225 (21,089,700) 219,164,525 Class A Ordinary Shares 128 210 338 Additional Paid-in Capital 5,301,686 8,381,087 13,682,773 Accumulated Deficit (302,441) (8,381,297) (8,683,738) Condensed Statement of Operations for the Three Months September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (4,533,300) $ (4,533,300) Transaction costs allocable to warrants — (497,297) (497,297) Net loss (97,094) (5,030,597) (5,127,691) Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption 24,055,131 (1,320,570) 22,734,561 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Ordinary Shares 7,136,202 (197,136) 6,939,066 Basic and diluted net loss per share, Ordinary Shares (0.01) (0.73) (0.74) Condensed Statement of Operations for the Period from March 20, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liabilities $ — $ (4,533,300) $ (4,533,300) Transaction costs allocable to warrants — (497,297) (497,297) Net loss (102,287) (5,030,597) (5,132,884) Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption 24,055,131 (1,320,570) 22,734,561 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Ordinary Shares 6,395,746 543,320 6,939,066 Basic and diluted net loss per share, Ordinary Shares (0.02) (0.72) (0.74) Statement of Operations for the Period from March 20, 2020 (inception) to December 31, 2020 Change in fair value of warrant liabilities $ — $ (7,884,000) $ (7,884,000) Transaction costs allocable to warrants — (497,297) (497,297) Net loss (302,441) (8,381,297) (8,683,738) Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption 24,049,383 (1,574,854) 22,474,529 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption 0.00 — 0.00 Weighted average shares outstanding, Ordinary Shares 6,803,844 967,236 7,771,170 Basic and diluted net loss per share, Ordinary Shares (0.05) (1.07) (1.12) Condensed Cash Flow Statement for the Period from March 20, 2020 (inception) to September 30, 2020 (unaudited) Net loss $ (102,287) $ (5,030,597) $ (5,132,884) Change in fair value of warrant liabilities — 4,533,300 4,533,300 Transaction costs allocable to warrants — 497,297 497,297 Initial classification of Class A Ordinary Shares subject to possible redemption 240,551,310 (13,205,700) 227,345,610 Change in value of Class A Ordinary Shares subject to possible redemption (96,927) (4,533,300) (4,630,227) Cash Flow Statement for the Period from March 20, 2020 (inception) to December 31, 2020 Net loss $ (302,441) $ (8,381,297) $ (8,683,738) Change in fair value of warrant liabilities — (7,884,000) (7,884,000) Transaction costs allocable to warrants — (497,297) (497,297) Initial classification of Class A Ordinary Shares subject to possible redemption 240,551,310 (13,205,700) 227,345,610 Change in value of Class A Ordinary Shares subject to possible redemption (297,085) (7,884,000) (8,181,085) Amendment No. 2 The Company concluded it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on July 1, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with 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 portion of its Class A ordinary shares in permanent equity, or total shareholders’ 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. The Company determined, at the closing of the Company’s Initial Public Offering, it had improperly valued 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 Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. Also, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize remeasurement from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form 8-K filed with the SEC on July 20, 2020 (the “Post-IPO Balance Sheet”), Quarterly Report on Form 10-Q for the period ended September 30, 2020 and the Company's Annual Report on 10-K for the annual period ended December 31, 2020, which were previously restated in the Company's Amendment No. 1 to its Form 10-K as filed with the SEC on July 1, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021 were restated in the Company’s Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 18, 2021. The Company’s accounting for certain class A ordinary shares subject to possible redemption as permanent equity did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. The table below summarizes the effects of the above restatement (Amendment No. 2) on the financial statements for all periods being restated: As Previously Restated on Form 10/-K/A Balance Sheet as of July 20, 2020 (unaudited) Amendment No. 1 Adjustment As Restated Class A Ordinary Shares subject to possible redemption $ 227,345,610 $ 25,654,390 $ 253,000,000 Class A Ordinary Shares $ 257 $ (257) $ — Additional paid-in capital $ 5,501,769 $ (5,501,769) $ — Accumulated deficit $ (502,650) $ (20,152,364) $ (20,655,014) Total Shareholders’ Equity (Deficit) $ 5,000,009 $ (25,654,390) $ (20,654,381) Number of Ordinary shares subject to possible redemption 22,734,561 2,565,439 25,300,000 Condensed Balance Sheet as of September 30, 2020 (Unaudited) Class A Ordinary Shares subject to possible redemption $ 222,715,383 $ 30,290,450 $ 253,005,833 Class A Ordinary Shares $ 303 $ (303) $ — Additional paid-in capital $ 10,131,950 $ (10,131,950) $ — Accumulated deficit $ (5,132,884) $ (20,158,197) $ (25,291,081) Total Shareholders’ Equity (Deficit) $ 5,000,002 $ (30,290,450) $ (25,290,448) Number of Ordinary shares Subject to possible redemption 22,271,025 3,028,975 25,300,000 Balance Sheet as of December 31, 2020 Class A Ordinary Shares subject to possible redemption $ 219,164,525 $ 33,847,686 $ 253,012,211 Class A Ordinary Shares $ 338 $ (338) $ — Additional paid-in capital $ 13,682,773 $ (13,682,773) $ — Accumulated deficit $ (8,683,738) $ (20,164,575) $ (28,848,313) Total Shareholders’ Equity (Deficit) $ 5,000,006 $ (33,847,686) $ (28,847,680) Number of Ordinary shares Subject to possible redemption 21,915,395 3,384,605 25,300,000 Condensed Statement of Operations for the Three Months ended September 30, 2020 (Unaudited) Weighted average shares outstanding, Class A ordinary shares $ 22,734,561 (2,934,561) 19,800,000 Basic and diluted net loss per ordinary share, Class A ordinary shares — (0.20) (0.20) Weighted average shares outstanding, Class B ordinary shares $ 6,939,066 (777,109) 6,161,957 Basic and diluted net income (loss) per ordinary share, Class B ordinary shares (0.74) 0.54 (0.20) Condensed Statement of Operations for the Period from March 20, 2020 (Inception) to September 30, 2020 (Unaudited) Weighted average shares outstanding, Class A ordinary shares 22,734,561 $ (13,344,870) 9,389,691 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.35) $ (0.35) Weighted average shares outstanding, Class B ordinary shares 6,939,066 $ (1,631,721) 5,307,345 Basic and diluted net income (loss) per ordinary share, Class B ordinary shares $ (0.74) $ 0.39 $ (0.35) Statement of Operations for the Period from March 20, 2020 (Inception) to December 31, 2020 Weighted average shares outstanding, Class A ordinary shares 22,474,529 (7,966,837) 14,507,692 Basic and diluted net loss per ordinary share, Class A ordinary shares $ — $ (0.43) $ (0.43) Weighted average shares outstanding, Class B ordinary shares 7,771,170 (2,136,467) 5,634,703 Basic and diluted net income (loss) per ordinary share, Class B ordinary shares $ (1.12) $ 0.69 $ (0.43) Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three months ended September 30, 2020 (Unaudited) Sale of 25,300,000 Units, net of underwriting discounts, offering costs and warrant liability $ 230,493,469 (230,493,469) — Class A ordinary shares subject to possible redemption $ (222,715,383) 222,715,383 — Initial remeasurement of Class A ordinary share subject to redemption amount $ — $ 22,506,531 $ 22,506,531 Subsequent remeasurement of Class A ordinary share subject to redemption amount-Trust interest — $ 5,833 $ 5,833 Total shareholders’ equity (deficit) $ 5,000,002 $ (30,290,450) $ (25,290,448) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from March 20, 2020 (Inception) to December 31, 2020 Class A ordinary shares subject to possible redemption $ 219,164,525 $ (219,164,525) — Initial remeasurement of Class A ordinary share subject to redemption amount $ — $ 22,506,531 $ 22,506,531 Subsequent remeasurement of Class A ordinary share subject to redemption amount-Trust interest — $ 12,211 $ 12,211 Total shareholders’ equity (deficit) $ 5,000,006 (33,847,686) (28,847,680) Condensed Statement of Cash Flows for the Period from March 20, 2020 (inception) to September 30, 2020 (Unaudited) Change in value of Class A ordinary Shares ordinary shares subject to possible redemption $ (4,630,227) $ 4,630,227 $ — Initial remeasurement of Class A ordinary share subject to redemption amount $ — $ 22,506,531 $ 22,506,531 Subsequent remeasurement of Class A ordinary share subject to redemption amount-Trust interest $ — $ 5,833 $ 5,833 Statement of Cash Flows for the Period from March 20, 2020 (Inception) to December 31, 2020 Change in value of Class A ordinary Shares ordinary shares subject to possible redemption $ (8,181,085) $ 8,181,085 $ — Initial remeasurement of Class A ordinary share subject to redemption amount $ — $ 22,506,531 $ 22,506,531 Subsequent remeasurement of Class A ordinary share subject to redemption amount-Trust interest $ — $ 12,211 $ 12,211 |