Restatement of Previously Reported Financial Statements

12 Months Ended

Dec. 31, 2021

Restatement of Previously Reported Financial Statements [Abstract]

Restatement of Previously Reported Financial Statements

Note 10— Restatement of Previously Reported Financial Statements

In preparation of the Company’s unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, as filed with the SEC on March 7, 2022, the Company concluded it should restate its previously reported financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance, ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary 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, or total shareholders’ 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. The Company revised this interpretation to include temporary equity in net intangible assets.

Additionally, the Company reevaluated the accounting treatment of (i) the 15,237,500 Public Warrants and (ii) the 8,750,000 Private Placement Warrants (together with the Public Warrants, the “Warrants”). The Company previously classified the Warrants in shareholders’ equity. In further consideration of the guidance in FASB ASC Topic 815-40, 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 meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in income and losses.

In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Warrants and Class A ordinary shares included in the Units.

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 February 5, 2021 balance sheet that contained the error, reported in the Company’s Form 8-K filed with the SEC on February 11, 2021 (the “Post-IPO Balance Sheet”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity, to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, and to classify all outstanding Warrants as liabilities. As such, the Company is reporting these restatements to the Post-IPO Balance Sheet that is filed as an exhibit to the Company’s Form 8-K in this quarterly report. The previously presented Post-IPO Balance Sheet should no longer be relied upon.

The restatement did not have any impact on the Company’s cash position or cash held in the trust account established in connection with the Initial Public Offering.

The following tables summarize the effect of the restatement on each financial statement line item as of the date indicated:

	As of February 5, 2021
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	306,626,584		$	-		$	306,626,584
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit)
Total current liabilities	$	156,678		$	-		$	156,678
Deferred underwriting commissions		10,666,250			-			10,666,250
Derivative liabilities		-			37,835,375			37,835,375
Total liabilities		10,822,928			37,835,375			48,658,303
Class A ordinary shares subject to possible redemption		290,803,650			13,946,350			304,750,000
Shareholders’ equity (deficit)
Preference shares		-			-			-
Class A ordinary shares		139			(139	)		-
Class B ordinary shares		762			-			762
Additional paid-in-capital		5,302,347			(5,302,347	)		-
Accumulated deficit		(303,242	)		(46,479,239	)		(46,782,481	)
Total shareholders’ equity (deficit)		5,000,006			(51,781,725	)		(46,781,719	)
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit)	$	306,626,584		$	-		$	306,626,584