RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

3 Months Ended

Mar. 31, 2021

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

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 on February 4, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, 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 sheet based on the 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 February 4, 2021, 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.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of February 4, 2021 (the “Affected Period”) should be restated because of a misapplication in the guidance around accounting for the Public and Private Placement warrants to purchase common stock (collectively the “Warrants”) and should no longer be relied upon. As such, the Company is restating its financial statements for that affected period included in this Quarterly Report.

Impact of the Restatement

The impact of the restatement on the balance sheet for the Affected Period is presented below.

	As of February 4, 2021
	As Previously Reported		Restatement Adjustment		As Restated
Balance Sheet
Total assets	$	1,002,711,615	$	—	$	1,002,711,615
Liabilities and shareholders’ equity
Total current liabilities	468,536		—		468,536
Warrant liabilities	—		55,407,948		55,407,948
Deferred underwriting commissions	35,000,000		—		35,000,000
Total liabilities	35,468,536		55,407,948		90,876,484
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption	962,243,070		(55,407,948)		$	906,835,122
Shareholders’ Equity
Preference $0.0001 shares, par value	—		—		—
Class A ordinary shares, $0.0001 par value	378		554		932
Class B ordinary shares, $0.0001 par value	2,501		—		2,501
Additional paid-in capital	5,010,975		3,814,155		8,825,130
Accumulated deficit	(13,845)		(3,814,709)		(3,828,554)
Total shareholders’ equity	5,000,009		—		5,000,009
Total Liabilities and Shareholders’ Equity	$	1,002,711,615	$	—	$	1,002,711,615