| 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 an 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 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 February 16, 2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Class A ordinary shares subject to possible
redemption |
|
$ |
210,576,766 |
|
|
$ |
42,423,234 |
|
|
$ |
253,000,000 |
|
| Class A ordinary shares |
|
$ |
424 |
|
|
$ |
(424 |
) |
|
$ |
— |
|
| Additional paid-in capital |
|
$ |
5,303,723 |
|
|
$ |
(5,303,723 |
) |
|
$ |
— |
|
| Accumulated deficit |
|
$ |
(304,770 |
) |
|
$ |
(37,119,087 |
) |
|
$ |
(37,423,857 |
) |
| Total Shareholders’ Equity (Deficit) |
|
$ |
5,000,010 |
|
|
$ |
(42,423,234 |
) |
|
$ |
(37,423,224 |
) |
| Balance Sheet as of March 31, 2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Class A ordinary shares subject to possible redemption |
|
$ |
208,995,955 |
|
|
$ |
44,004,045 |
|
|
$ |
253,000,000 |
|
| Class A ordinary shares |
|
$ |
440 |
|
|
$ |
(440 |
) |
|
$ |
— |
|
| Additional paid-in capital |
|
$ |
6,884,518 |
|
|
$ |
(6,884,518 |
) |
|
$ |
— |
|
| Accumulated deficit |
|
$ |
(1,885,581 |
) |
|
$ |
(37,119,087 |
) |
|
$ |
(39,004,668 |
) |
| Total Shareholders’ Equity (Deficit) |
|
$ |
5,000,010 |
|
|
$ |
(44,004,045 |
) |
|
$ |
(39,004,035 |
) |
| Balance Sheet as of June 30, 2021 (unaudited) |
|
As
Previously
Reported
|
|
|
Adjustment |
|
|
As
Restated |
|
| Class A ordinary shares subject to possible redemption |
|
$ |
208,257,092 |
|
|
$ |
44,742,908 |
|
|
$ |
253,000,000 |
|
| Class A ordinary shares |
|
$ |
448 |
|
|
$ |
(448 |
) |
|
$ |
— |
|
| Additional paid-in capital |
|
$ |
7,623,373 |
|
|
$ |
(7,623,373 |
) |
|
$ |
— |
|
| Accumulated deficit |
|
$ |
(2,624,449 |
) |
|
$ |
(37,119,087 |
) |
|
$ |
(39,743,536 |
) |
| Total Shareholders’ Equity (Deficit) |
|
$ |
5,000,005 |
|
|
$ |
(44,742,908 |
) |
|
$ |
(39,742,903 |
) |
| Statement of Operations For the Three months ended March 31, 2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Weighted average shares outstanding, Class A ordinary shares (redeemable) |
|
|
— |
|
|
|
12,087,778 |
|
|
|
12,087,778 |
|
| Basic and diluted net income per Class A ordinary shares (redeemable) |
|
$ |
— |
|
|
$ |
2.97 |
|
|
$ |
2.97 |
|
| Weighted average shares outstanding, Class B ordinary shares (non redeemable) |
|
|
7,921,054 |
|
|
|
(2,026,887 |
) |
|
|
5,894,167 |
|
| Basic and diluted net loss per Class B ordinary shares (non redeemable) |
|
$ |
(0.24 |
) |
|
$ |
0.14 |
|
|
$ |
(0.10 |
) |
| Statements of Operations For the Three months ending June 30, 2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Weighted average shares outstanding, Class A ordinary shares (redeemable) |
|
|
— |
|
|
|
25,300,000 |
|
|
|
25,300,000 |
|
| Basic and diluted net loss per Class A ordinary shares (redeemable) |
|
$ |
— |
|
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
| Weighted average shares outstanding, Class B ordinary shares (non redeemable) |
|
|
10,726,807 |
|
|
|
(4,401,807 |
) |
|
|
6,325,000 |
|
| Basic and diluted net loss per Class B ordinary shares (non redeemable) |
|
$ |
(0.07 |
) |
|
$ |
0.05 |
|
|
$ |
(0.02 |
) |
| Statements of Operations For the Six months ended June 30, 2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Weighted average shares outstanding, Class A ordinary shares (redeemable) |
|
|
— |
|
|
|
18,730,387 |
|
|
|
18,730,387 |
|
| Basic and diluted net income per Class A ordinary shares (redeemable) |
|
$ |
— |
|
|
$ |
1.88 |
|
|
$ |
1.88 |
|
| Weighted average shares outstanding, Class B ordinary shares (non redeemable) |
|
|
9,386,872 |
|
|
|
(3,276,099 |
) |
|
|
6,110,773 |
|
| Basic and diluted net loss per Class B ordinary shares (non redeemable) |
|
$ |
(0.28 |
) |
|
$ |
0.17 |
|
|
$ |
(0.11 |
) |
|
* |
The
“As previously reported” weighted average shares outstanding and basic and diluted net loss per share included Class B shares
and Class A shares that were classified to equity. |
| Statement of Changes in Shareholders’
(Deficit) Equity for the Three Months ended March 31, 2021 (unaudited) |
|
As
Previously
Reported |
|
|
Adjustment |
|
|
As
Restated |
|
| Sale of 25,300,000 Class A shares, $0.0001
par value; 500,000,000 shares authorized; 25,300,000 shares subject to redemption, net of underwriting discounts and offering costs |
|
$ |
208,796,106 |
|
|
$ |
(208,796,106 |
) |
|
$ |
— |
|
| Class B ordinary shares, $0.0001 par value; 50,000,000
shares authorized, 6,325,000 shares issued and outstanding |
|
$ |
633 |
|
|
$ |
— |
|
|
$ |
633 |
|
| Sale of 7,060,000 Private Placement Warrants |
|
$ |
7,060,000 |
|
|
$ |
(7,060,000 |
) |
|
$ |
— |
|
| Class A ordinary shares subject to possible redemption |
|
$ |
(208,995,515 |
) |
|
$ |
208,995,515 |
|
|
$ |
— |
|
| Accretion for Class A ordinary shares subject to redemption
amount |
|
$ |
— |
|
|
$ |
(37,143,454 |
) |
|
$ |
(37,143,454 |
) |
| Additional paid-in capital |
|
$ |
6,884,518 |
|
|
$ |
(6,884,518 |
) |
|
$ |
— |
|
| Accumulated deficit |
|
$ |
(1,885,581 |
) |
|
$ |
(37,119,087 |
) |
|
$ |
(39,004,668 |
) |
| Total Shareholders’ Equity (Deficit) |
|
$ |
5,000,010 |
|
|
$ |
(44,004,045 |
) |
|
$ |
(39,004,035 |
) |
| |
|
|
|
|
|
|
|
|
|
| Statement of Changes in Shareholders’
(Deficit) Equity for the Three Months ended June 30, 2021 (unaudited) |
|
|
|
|
|
|
|
|
|
| Class A ordinary shares subject to possible
redemption |
|
$ |
738,863 |
|
|
$ |
(738,863 |
) |
|
$ |
— |
|
| Class B ordinary shares, $0.0001 par value; 50,000,000
shares authorized, 6,325,000 shares issued and outstanding |
|
$ |
633 |
|
|
|
— |
|
|
$ |
633 |
|
| Additional paid-in capital |
|
$ |
7,623,373 |
|
|
$ |
(7,623,373 |
) |
|
$ |
— |
|
| Accumulated deficit |
|
$ |
(2,624,449 |
) |
|
$ |
(37,119,087 |
) |
|
$ |
(39,743,536 |
) |
| Total Shareholders’ Equity (Deficit) |
|
$ |
5,000,005 |
|
|
$ |
(44,742,908 |
) |
|
$ |
(39,742,903 |
) |
| |
|
|
|
|
|
|
|
|
|
| Statement of Cash Flows for the Period from
January 1, 2021 through March 31, 2021, Non-Cash Investing and Financing Activities (unaudited) |
|
|
|
|
|
|
|
|
|
| Initial classification of Class A ordinary
shares subject to possible redemption |
|
$ |
— |
|
|
$ |
253,000,000 |
|
|
$ |
253,000,000 |
|
| |
|
|
|
|
|
|
|
|
|
| Statement of Cash Flows for the Six Months Ended
June 30, 2021, Non-Cash Investing and Financing Activities (unaudited) |
|
|
|
|
|
|
|
|
|
| Initial classification of Class A ordinary
shares subject to possible redemption |
|
$ |
240,641,840 |
|
|
$ |
12,358,160 |
|
|
$ |
253,000,000 |
|
| Change in value of Class A ordinary shares subject
to redemption |
|
$ |
(32,384,748 |
) |
|
$ |
32,384,748 |
|
|
$ |
— |
|
|