Restatement of Previously Issued Financial Statements | Note 2 —Restatement Of Previously Issued Financial Statements In connection with the change in presentation of Class A ordinary shares subject to possible redemption, the Company concluded it should restate its previously filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with 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, 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for the quarterly period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company determined it should restate 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 share pro rata in the income and losses of the Company. 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 and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its audit committee, concluded that the following financial statements should be restated: (i) audited balance sheet as of December 4, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on June 9, 2021 (“2020 Form 10- K/A No. 1”); (ii) audited financial statements included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 21, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 will be amended in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 2021 Form 10-Q”). The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”). This restatement also resulted in changes to the disclosures provided in Notes 3, 8 and 9 of these financial statements. 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 December 31, 2020: As of December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Class A ordinary shares subject to possible redemption 192,994,340 39,305,660 232,300,000 Class A ordinary shares 389 (389 ) — Class B ordinary shares 575 — 575 Additional paid-in capital 11,184,146 (11,184,146 ) — Accumulated deficit (6,185,101 ) (28,121,125 ) (34,306,226 ) Total shareholders’ equity (deficit) $ 5,000,009 $ (39,305,660 ) $ (34,305,651 ) The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. 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 September 25, 2020 (inception) through December 31, 2020: For the Period From September 25, 2020 (Inception) Through December 31, 2020 As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated Supplemental Disclosure of Noncash Financing Activities: Value of Class A ordinary shares subject to possible redemption $ 195,869,928 $ (195,869,928 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (2,875,588 ) $ 2,875,588 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from September 25, 2020 (inception) through December 31, 2020: Earnings (Loss) Per Share As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated For the Period From September 25, 2020 (Inception) Through December 31, 2020 Net loss $ (6,185,101 ) $ — $ (6,185,101 ) Weighted average shares outstanding - Class A ordinary shares 23,000,000 (16,221,053 ) 6,778,947 Basic and diluted loss per share - Class A ordinary shares $ — $ (0.52 ) $ (0.52 ) Weighted average shares outstanding - Class B ordinary shares 5,213,158 7,895 5,221,053 Basic and diluted loss per share - Class B ordinary shares $ (1.19 ) $ 0.67 (0.52 ) 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 December 4, 2020: As Reported As Previously Restated in 10-K/A Amendment No. 1 Adjustment As Restated As of December 4, 2020 Class A ordinary shares subject to possible redemption 195,869,928 36,430,072 232,300,000 Class A ordinary shares 336 (336 ) — Class B ordinary shares 575 — 575 Additional paid-in capital 5,816,611 (5,816,611 ) — Accumulated deficit (817,516 ) (30,613,125 ) (31,430,641 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (36,430,072 ) $ (31,430,066 ) Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 4, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial business combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any business combination by June 4, 2022. |