Restatement of Previously Issued Financial Statements

7 Months Ended

Sep. 30, 2021

Restatement of Previously Issued Financial Statements

Restatement 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 public 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 merger and continue to exist as a public company if there is 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 shareholders’ equity above the $5,000,000 threshold as "shares not subject to redemption."

However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares. Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial Business Combination.

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. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements as of July 1, 2021 should be restated because of a misapplication in the guidance around complex accounting for financial instruments and should no longer be relied upon. The Company is reporting the restatements to those periods in this Quarterly Report.

Impact of the Restatement

The impact to the balance sheet as of July 1, 2021 presented below. The following table summarizes the effect of the restatement on each balance sheet line item as of the date:

	As Previously
	Reported		Adjustment		As Restated
Balance Sheet as of July 1, 2021 (per 8-Ks filed on July 8, 2021)
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption at redemption value	$	244,648,640	$	5,351,360	$	250,000,000
Shareholders’ equity (deficit)
Class A ordinary shares - $0.0001 par value		84		(54)		30
Class B ordinary shares - $0.0001 par value		644		—		644
Additional paid-in capital		5,016,430		(5,016,430)		—
Retained Earnings (Accumulated Deficit)		(17,151)		(334,876)		(352,027)
Total shareholders’ equity (deficit)	$	5,000,007	$	(5,351,360)	$	(351,353)
Shares subject to possible redemption		24,464,864		535,136		25,000,000