Restatement of Previously Issued Financial Statement

3 Months Ended

Mar. 31, 2021

Restatement of Previously Issued Financial Statement

Restatement of Previously Issued Financial Statement

Note 2 — Restatement of Previously Issued Financial Statement

On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of January 7, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 Public Warrants and (ii) the 6,600,000 Private Warrants (iii) the 2,750,000 Forward Purchase Agreement Warrants (the “FPA Warrants”, see Note 4, Note 5 and Note 7). The Company previously accounted for both Warrants as components of equity and no records on FPA Warrants.

In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging; Contracts in Entity’s Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants and FPA Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants and FPA Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.

After consultation with the Company’s independent registered public accounting firm, the Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of January 12, 2021, as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

The following tables summarize the effect of the restatement on each balance sheet line item as of the dates, indicated:

	As Previously
	Reported		Adjustment		As Restated
Balance Sheet at January 12, 2021
Warrant Liability	$	—	$	20,914,370	$	20,914,370
FPA warrant liability		—		5,285,467		5,285,467
Class A ordinary share subject to possible redemption		218,466,790		(26,199,840)		192,266,950
Class A ordinary shares		115		262		377
Additional paid-in capital		5,020,165		1,825,398		6,845,563
Accumulated deficit	$	(20,853)	$	(1,825,657)	$	(1,846,510)