Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Revision Of Previously Issued Financial Statements [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management, in consultation with its advisors, identified a correction required to be made in its previously issued financial statements. The requirement to make the change arose from the manner in which, as of the closing of the Company’s Initial Public Offering, the Company valued its Class A ordinary shares subject to possible redemption. The Company previously determined the value of such Class A ordinary shares to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Amended and Restated Memorandum and Articles of Association, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, and in light of SEC comments recently reported in respect of other special purpose acquisition companies (“SPACs”), that the Class A ordinary shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its Class A ordinary shares subject to possible redemption should reflect the possible redemption of all Class A ordinary shares. As a result, management has noted a required reclassification related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and ordinary shares. 

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share, to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates, as the most likely outcome, a Business Combination in which both classes of ordinary shares share pro rata in the income (loss) of the Company. There is no resulting impact on previously reported amounts for total assets, total liabilities, cash flows, or net income (loss).

The following table summarizes the effect of the restatement on each financial statement line item as of the dates and for the periods indicated below.

	As Previously Reported			Adjustment			As Restated
Balance Sheet as of January 28, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	204,195,750		$	25,804,250		$	230,000,000
Class A ordinary shares	$	258		$	(258	)	$	—
Additional paid-in capital	$	5,524,487		$	(5,524,487	)	$	—
Accumulated deficit	$	(525,319	)	$	(20,279,505	)	$	(20,804,824	)
Total Shareholders’ Equity (Deficit)	$	5,000,001		$	(25,804,250	)	$	(20,804,249	)
Number of Class A ordinary shares subject to redemption		20,419,575			2,580,425			23,000,000
Number of Class A ordinary shares		2,580,425			(2,580,425	)		—
Balance Sheet as of March 31, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	207,262,597		$	22,741,310		$	230,003,907
Class A ordinary shares	$	227		$	(227	)	$	—
Additional paid-in capital	$	2,457,671		$	(2,457,671	)	$	—
Accumulated deficit	$	2,541,530		$	(20,283,412	)	$	(17,741,882	)
Total Shareholders’ Equity (Deficit)	$	5,000,003		$	(22,741,310	)	$	(17,741,307	)
Number of Class A ordinary shares subject to redemption		20,725,908			2,274,092			23,000,000
Number of Class A ordinary shares		2,274,092			(2,274,092	)		—
Balance Sheet as of June 30, 2021 (Unaudited)
Class A ordinary shares subject to possible redemption	$	202,195,076		$	27,814,566		$	230,009,642
Class A ordinary shares	$	278		$	(278	)	$	—
Additional paid-in capital	$	7,525,141		$	(7,525,141	)	$	—
Accumulated deficit	$	(2,525,994	)	$	(20,289,147	)	$	(22,815,141	)
Total Shareholders’ Equity (Deficit)	$	5,000,000		$	(27,814,566	)	$	(22,814,566	)
Number of Class A ordinary shares subject to redemption		20,218,660			2,781,340			23,000,000
Number of Class A ordinary shares		2,781,340			(2,781,340	)		—
Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		20,419,575			(4,575,131	)		15,844,444
Basic and diluted net income per share, Class A ordinary shares	$	—		$	0.12		$	0.12
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,083,263			(1,566,596	)		5,516,667
Basic and diluted net income per share, Class B ordinary shares	$	0.36		$	(0.24	)	$	0.12
Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		20,725,908			2,274,092			23,000,000
Basic and diluted net income per share, Class A ordinary shares	$	—		$	(0.18	)	$	(0.18	)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		8,024,092			(2,274,092	)		5,750,000
Basic and diluted net income per share, Class B ordinary shares	$	(0.63	)	$	0.45		$	(0.18	)
Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited)		20,601,773			(1,159,784	)		19,441,989
Basic and diluted weighted average shares outstanding, Class A ordinary shares	$	—		$	(0.10	)	$	(0.10	)
Basic and diluted net income per share, Class A ordinary shares
Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,661,208			(2,027,230	)		5,633,978
Basic and diluted net income per share, Class B ordinary shares	$	(0.33	)	$	0.23		$	(0.10	)
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
Sale of 23,000,000 Units, net of underwriting discounts, initial fair value of Public Warrants, and offering expenses	$	208,436,070		$	(208,436,070	)	$	—
Class A ordinary shares	$	227		$	(227	)	$	—
Class A ordinary shares subject to redemption	$	(207,262,597	)	$	207,262,597		$	—
Accretion for Class A ordinary shares to redemption amount	$	—		$	(21,567,837	)	$	(21,567,837	)
Total Shareholders’ Equity (Deficit)	$	5,000,003		$	(22,741,310	)	$	(17,741,307	)
Number of Class A ordinary shares not subject to redemption		2,274,092			(2,274,092	)		—
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
Class A ordinary shares	$	278		$	(278	)	$	—
Change in value of Class A ordinary shares subject to redemption	$	5,067,521		$	(5,067,251	)	$	—
Total Shareholders’ Equity (Deficit)	$	5,000,000		$	(27,814,566	)	$	(22,814,566	)
Number of Class A ordinary shares not subject to redemption		2,781,340			(2,781,340	)		—
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
Initial classification of Class A ordinary shares subject to possible redemption	$	204,195,750		$	25,804,250		$	230,000,000
Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)
Initial classification of Class A ordinary shares subject to possible redemption	$	204,195,750		$	25,804,250		$	230,000,000