Restatement of Previously Issued Financial Statements

8 Months Ended

Sep. 30, 2021

Condensed Financial Information Disclosure [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 determined it should restate its previously reported financial statements. The Company determined that it had improperly valued its Class A ordinary shares subject to possible redemption at the closing of the Company’s Initial Public Offering. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. 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 changes and has determined that the related impact was material to previously presented financial statements. As a result, the Company restated its previously filed financial statements to present all redeemable Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to 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 Class A ordinary shares.

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its net loss per ordinary share calculation. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable Class A shares and Class B shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the redeemable ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the restatement on the Company’s financial statements is reflected in the following table.

Balance Sheet as of May 4, 2021 (audited)	As Previously Reported			Adjustment			As Restated
Class A ordinary shares subject to possible redemption	$	241,122,270		$	11,877,730		$	253,000,000
Class A ordinary shares	$	194		$	(118	)	$	76
Additional paid-in capital	$	5,004,179		$	(5,004,179	)	$	—
Accumulated deficit	$	(5,000	)	$	(6,873,433	)	$	(6,878,433	)
Total Shareholders’ Equity (Deficit)	$	5,000,006		$	(11,877,730	)	$	(6,877,724	)

Balance Sheet as of June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Class A ordinary shares subject to possible redemption	$	240,981,330		$	12,018,670		$	253,000,000
Class A ordinary shares	$	195		$	(119	)	$	76
Additional paid-in capital	$	5,145,117		$	(5,145,117	)	$	—
Accumulated deficit	$	(145,941	)	$	(6,873,433	)	$	(7,019,374	)
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(12,018,669	)	$	(7,018,665	)

Statement of Operations for the period from February 4, 2021 through June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Weighted average shares outstanding, Redeemable Class A		—			11,179,070			11,179,070
Basic and diluted net income per Redeemable Class A shares	$	0.00		$	1.28		$	1.28
Weighted average shares outstanding, Non-Redeemable Class A and Class B		6,723,411			(524,830	)		6,198,581
Basic and diluted net loss per Non-Redeemable Class A shares and Class B shares	$	(0.02	)	$	0.02		$	(0.00	)

Statement of Operations for the Three Months ending June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Weighted average shares outstanding, Redeemable Class A		—			25,300,000			25,300,000
Basic and diluted net income per Redeemable Class A shares	$	0.00		$	0.57		$	0.57
Weighted average shares outstanding, Non-Redeemable Class A and Class B		7,234,286			(743,989	)		6,490,297
Basic and diluted net loss per Non-Redeemable Class A shares and Class B shares	$	(0.02	)	$	0.02		$	(0.00

Statement of Cash Flows for the period from February 4, 2021 (inception) thorough June 30, 2021, Non-cash Investing and Financing Activities (unaudited)	As Previously Reported		Adjustment		As Restated
Initial classification of Class A ordinary shares subject to possible redemption	$	240,981,330	$	12,018,670	$	253,000,000

Statement of Changes in Shareholders’ Deficit from February 4, 2021 (inception) thorough June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Sale of 25,300,000 Class A Public Shares, $ 0.0001 par value, net of underwriting discounts and offering costs	$	238,542,276		$	(238,542,276	)	$	—
Class A ordinary shares subject to possible redemption	$	(240,981,331	)	$	240,981,331		$	—
Accretion for Class A ordinary shares subject to redemption amount	$	—		$	(14,457,724	)	$	(14,457,724	)
Additional paid-in capital	$	5,145,117		$	(5,145,117	)	$	—
Accumulated deficit	$	(145,941	)	$	(6,873,433	)	$	(7,019,374	)
Total Shareholders’ Equity (Deficit)	$	5,000,004		$	(12,018,669	)	$	(7,018,665	)