Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2021

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Note 2 – Restatement of Previously Issued Financial Statements

After preparation of the Company’s unaudited condensed financial statements for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. Subsequent to the filing of the 10-Q for the quarterly period ending September 30, 2021, the Company concluded it should restate its prior-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 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. 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 September 30, 2021 financial statements, the Company revised this interpretation to include temporary equity in net tangible assets.

In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.

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, reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021. Therefore, the Company, in consultation with its Audit Committee, concluded that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 7, 2021 should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity, restate earnings per share and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. The previously presented 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 7, 2021, should no longer be relied upon.

The restatement does not have an impact on the Company’s cash position and cash held in the Trust Account.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above to the Company’s previously reported balance sheet as of March 31, 2021:

March 31, 2021 (unaudited)	As Previously Reported		Adjustment		As Restated
Total assets	$	415,862,597	$	—	$	415,862,597
Total liabilities		34,036,805		—		34,036,805
Class A ordinary shares subject to redemption		376,825,790		37,174,210		414,000,000
Preference shares, par value $0.0001		—		—		—
Class A ordinary shares, par value $0.0001		372		(372)		—
Class B ordinary shares, par value $0.0001		1,035		—		1,035
Additional paid-in capital		—		—		—
Accumulated deficit		4,998,595		(37,173,838)		(32,175,243)
Total shareholders’ equity (deficit)		5,000,002		(37,174,210)		(32,174,208)
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit)	$	415,862,597	$	—	$	415,862,597
Class A ordinary shares subject to redemption		37,682,579		3,717,421		41,400,000
Class A ordinary shares		3,717,421		(3,717,421)		—

The Company’s statement of changes in shareholders’ deficit has been restated to reflect the changes to the impacted stockholders’ 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 three months ended March 31, 2021:

Three Months Ended March 31, 2021 (unaudited)
	As Previously Reported		Adjustment		As Restated
Supplemental Disclosure of Noncash Financing Activities:
Change in value of Class A ordinary shares subject to possible redemption	$	20,917,820	$	(20,917,820)	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the three months ended March 31, 2021:

	EPS for Class A ordinary shares
	As Previously Reported		Adjustment		As Restated
Three Months Ended March 31, 2021 (unaudited)
Net income	$	20,917,813	$	—	$	20,917,813
Weighted average shares outstanding		41,400,000		—		41,400,000
Basic and diluted earnings per share	$	—	$	(0.40)	$	0.40

	EPS for Class B ordinary shares
	As Previously Reported		Adjustment		As Restated
Three Months Ended March 31, 2021 (unaudited)
Net income	$	20,917,813	$	—	$	20,917,813
Weighted average shares outstanding		10,350,000		—		10,350,000
Basic and diluted earnings per share	$	2.02	$	(1.62)	$	0.40

Class A Ordinary Shares Subject to Possible Redemption

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 future events. As of March 31, 2021, there were 41,400,000 Class A ordinary shares outstanding, all of which were subject to possible redemption.

The Class A ordinary shares issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A ordinary shares stock subject to possible redemption as follows

Gross Proceeds for initial public offering and over-allotment	$	414,000,000
Less:		—
Offering costs allocated to Class A shares subject to possible redemption		(22,524,192)
Proceeds allocated to Public Warrants at issuance		(19,458,000)
Plus:
Remeasurement of Class A ordinary shares subject to possible redemption amount		41,982,192
Class A ordinary shares subject to possible redemption	$	414,000,000

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 15, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential 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 December 15, 2022.