Restatement of Previously Issued Financial Statements

6 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Restatement Of Previously Issued Financial Statements

Note 2 —Restatement Of Previously Issued Financial Statements

In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase Class A common stock that the Company issued in December 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon.  As such, the Company is restating its financial statements for the Affected Periods included in this Quarterly Report.

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 issuance in December 2020, the Company’s warrants were 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.

Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our 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 December 15, 2020, in light of the SEC Staff’s published views. 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’s statement of operations each reporting period.

Impact of the Restatement

The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.

	As of December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Unaudited Condensed Balance Sheet
Total assets	$	118,001,829		$	-		$	118,001,829
Liabilities and shareholders’ equity
Total current liabilities	$	392,964		$	-		$	392,964
Deferred underwriting commissions		4,025,000			-			4,025,000
Derivative warrant liabilities		-			7,411,400			7,411,400
Total liabilities		4,417,964			7,411,400			11,829,364
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity		108,583,858			(7,411,400	)		101,172,458
Preference shares - $0.0001 par value		-			-			-
Class A ordinary shares - $0.0001 par value		80			73			153
Class B ordinary shares - $0.0001 par value		288			-			288
Additional paid-in-capital		5,179,326			130,577			5,309,903
Accumulated deficit		(179,687	)		(130,650	)		(310,337	)
Total shareholders’ equity		5,000,007			-			5,000,007
Total liabilities and shareholders’ equity	$	118,001,829		$	-		$	118,001,829

	For the Three Months Ended December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Unaudited Condensed Statement of Operations
Loss from operations	$	(160,421	)	$	-		$	(160,421	)
Other (expense) income:
Change in fair value of derivative warrant liabilities		-			184,000			184,000
Financing costs		-			(314,650	)		(314,650	)
Gain on investments Held in Trust Accounts		3,736			-			3,736
Total other (expense) income		3,736			(130,650	)		(126,914	)
Net loss	$	(156,685	)	$	(130,650	)	$	(287,335	)
Basic and Diluted weighted-average Class B ordinary shares outstanding		2,926,250			-			2,926,250
Basic and Diluted net loss per Class B share	$	(0.05	)	$			$	(0.10	)

	For the Six Months Ended December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Unaudited Condensed Statement of Operations
Loss from operations	$	(176,156	)	$	-		$	(176,156	)
Other (expense) income:
Change in fair value of derivative warrant liabilities		-			184,000			184,000
Financing costs		-			(314,650	)		(314,650	)
Gain on investments Held in Trust Accounts		3,736			-			3,736
Total other (expense) income		3,736			(130,650	)		(126,914	)
Net loss	$	(172,420	)	$	(130,650	)	$	(303,070	)
Basic and Diluted weighted-average Class B ordinary shares outstanding		2,713,182			-			2,713,182
Basic and Diluted net loss per Class B share	$	(0.06	)	$			$	(0.11	)

	For the Six Months Ended December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Unaduited Condensed Statement of Cash Flows
Net loss	$	(172,420	)	$	(130,650	)	$	(303,070	)
Change in fair value of derivative warrant liabilities	$	-		$	(184,000	)	$	(184,000	)
Financing Costs - derivative warrant liabilities	$	-		$	314,650		$	314,650
Initial value of Class A ordinary shares subject to possible redemption	$	93,922,703		$	(7,595,397	)	$	86,327,306
Change in fair value of Class A ordinary shares subject to possible redemption	$	14,661,152		$	(13,085,598	)	$	1,575,554

In addition, the impact to the audited balance sheet dated December 15, 2020, filed on Form 8-K on December 21, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in an $6.7 million increase to the derivative warrant liabilities line item at December 15, 2020 and offsetting decrease to the Class A common stock subject to possible redemption mezzanine equity line item. There is no change to total stockholders’ equity at the reported balance sheet date.