Quarterly report pursuant to Section 13 or 15(d)

Revision of Previously Issued Financial Statements

v3.21.2
Revision of Previously Issued Financial Statements
9 Months Ended
Sep. 30, 2021
Condensed Financial Information Disclosure [Abstract]  
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. REVISION 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 revise 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 not material to any previously presented financial statements. Therefore, the Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued IPO Balance Sheet and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided. 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 revised 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 revision 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 Revised  
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 Stockholders’ Equity (Deficit)   $ 5,000,010     $ (42,423,234 )   $ (37,423,224 )

 

Balance Sheet as of March 31, 2021 (unaudited)   As Previously
Reported
    Adjustment     As Revised  
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 Stockholders’ Equity (Deficit)   $ 5,000,010     $ (44,004,045 )   $ (39,004,035 )

 

Balance Sheet as of June 30, 2021 (unaudited)   As Previously
Reported
    Adjustment     As Revised  
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 Stockholders’ 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 Revised  
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 )

 

Statement of Operations For the three months ending June 30, 2021 (unaudited)   As Previously
Reported
    Adjustment     As Revised  
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 )

 

Statement of Operations For the six months ended June 30, 2021 (unaudited)   As Previously
Reported
    Adjustment     As Revised  
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.