Restatement of Previously Issued Financial Statements

7 Months Ended

Sep. 30, 2021

Restatement of Previously Issued Financial Statements

Revision of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

In the Company’s previously issued financial statements, a portion of the Redeemable Class A Ordinary Shares were classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a business combination and continue to exist as a public company if there are sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as "shares not subject to redemption” or permanent equity.

Management determined that the Redeemable Class A Ordinary Shares include certain provisions that require classification as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.  

In accordance with the Securities and Exchange Commission’s (the “SEC”) Staff Accounting Bulletin No. 99, “Materiality,” and the 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 impacts were material to previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its impacted previously issued financial statements should be restated to report all public shares as temporary equity.  As such the Company is revising those periods on a go-forward basis in its Quarterly Report.

The impact to the financial statement follows:

Unaudited Balance Sheet as of August 2, 2021	Previously Reported		Adjustment		Restated
Ordinary shares subject to possible redemption ($)	$	229,666,910	$	20,333,090	$	250,000,000
Class A ordinary shares, $0.0001 par value	$	354	$	(354)	$	—
Class B ordinary shares, $0.0001 par value		719		—		719
Additional paid in capital		6,991,079		(6,991,079)		—
Accumulated deficit		(1,992,142)		(28,489,457)		(30,481,599)
Total shareholders' equity (deficit)	$	5,000,010	$	(35,480,890)	$	(30,480,880)
Number of shares subject to possible redemption		22,966,691		3,548,089		26,514,780