RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

8 Months Ended

Dec. 31, 2021

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In June 2022, the Company concluded that, because of a misapplication of the accounting guidance related to its Forward Purchase Agreement, the Company issued in December 2021, the Company’s previously issued financial statement for the Affected Period (as defined below) should no longer be relied upon. As such, the Company is restating its financial statement for the Affected Periods.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. Since issuance in December 2021, the Company’s Forward Purchase Agreement was accounted for as equity within the Company’s previously reported financial statements, and after discussion and evaluation, management concluded that the Forward Purchase Agreement should be presented as a liability as of the IPO date reported at fair value with subsequent fair value remeasurement at each reporting period.

Historically, the Forward Purchase Agreement was reflected as a component of equity as opposed to liabilities on the balance sheet based on the application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its Forward Purchase Agreement and the Company’s application of ASC 815-40 to the Forward Purchase Agreement. The Company reassessed its accounting for the Forward Purchase Agreement issued in June 2022, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Forward Purchase Agreement should be classified as a liability and measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period.

Therefore, the Company, in consultation with its audit committee, concluded that its previously issued financial statement as of December 3, 2021 and December 31, 2021 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for the Forward Purchase Agreement and should no longer be relied upon.

Impact of the Restatement

The following tables summarize the effect of the restatement on each of the line items in the financial statements as of the dates and for the periods, indicated:

	As Previously
	Reported		Adjustment		As restated
Balance sheet as of December 3, 2021 (audited)
Forward Purchase Agreement liability	$	—	$	195,732	$	195,732
Total liabilities		35,067,399		195,732		35,263,131
Accumulated deficit		(32,594,353)		(195,732)		(32,790,085)
Total shareholders’ deficit	$	(32,593,778)	$	(195,732)	$	(32,789,510)

	As Previously
	Reported		Adjustment		As restated
Balance sheet as of December 31, 2021 (unaudited)
Forward Purchase Agreement liability	$	—	$	194,720	$	194,720
Total liabilities		18,608,546		194,720		18,803,266
Accumulated deficit		(16,917,023)		(194,720)		(17,111,743)
Total shareholders’ equity (deficit)	$	(16,916,448)	$	(194,720)	$	(17,111,168)

	As Previously
Statement of Operations – Three Months ended December 31, 2021 (unaudited)	Reported		Adjustments		As restated
Change in fair value of Forward Purchase Agreement liability	$	—	$	1,012	$	1,012
Total other income - net		13,442,251		1,012		13,443,263
Net income		13,327,335		1,012		13,328,347
Basic and diluted weighted average shares outstanding, Class A ordinary shares		7,076,923		—		7,076,923
Basic and diluted net income per share of Class A ordinary shares	$	1.04	$	—	$	1.04
Weighted average number of shares of shares outstanding, Class A ordinary shares		5,750,000		—		5,750,000
Basic and diluted net income per share of Class B ordinary shares	$	1.04	$	—	$	1.04

	As Previously
Statement of Operations – For the Period From April 20, 2021 (Inception) Through December 31, 2021 (unaudited)	Reported		Adjustments		As restated
Change in fair value of Forward Purchase Agreement liability	$	—	$	1,012	$	1,012
Total other income - net		13,442,251		1,012		13,443,263
Net income		13,316,729		1,012		13,317,741
Basic and diluted weighted average shares outstanding, Class A ordinary shares		2,525,490		—		2,525,490
Basic and diluted net income per share of Class A ordinary shares	$	1.61	$	—	$	1.61
Weighted average number of shares of shares outstanding, Class A ordinary shares		5,750,000		—		5,750,000
Basic and diluted net income per share of Class B ordinary shares	$	1.61	$	—	$	1.61

	As Previously
Statement of Cash Flows – For the Period From April 20, 2021 (Inception) Through December 31, 2021 (unaudited)	Reported		Adjustments		As restated
Net income	$	13,316,729	$	1,012	$	13,317,741
Change in fair value of Forward Purchase Agreement liability		—		1,012		1,012
Initial classification of Forward Purchase Agreement	$	—	$	195,732	$	195,732