Revision to Prior Period Financial Statements

3 Months Ended

Mar. 31, 2021

Revision to Prior Period Financial Statements

Revision to Prior Period Financial Statements

Note 9 — Revision to Prior Period Financial Statements

During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, the Company identified a misstatement due to its misapplication of accounting guidance related to the Company’s Warrants in the Company’s previously issued audited balance sheet dated January 8, 2021, filed on Form 8-K on January 14, 2021 (the “Post-IPO Balance Sheet”).

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 balance sheet as opposed to equity. Since their issuance on January 8, 2021, the Company’s warrants have been accounted for as equity within the Company’s previously reported balance sheet. After discussion and evaluation, including with the Company’s independent registered public accounting firm and the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement.

The Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on the Company’s 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 warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on January 8, 2021, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period.

The Company concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period. The effect of the revisions to the Post-IPO Balance Sheet is as follows:

	As of January 8, 2021
	As Previously
	Reported		Adjustment		As Revised
Balance Sheet
Total assets	$	243,126,571	$	—	$	243,126,571
Liabilities and shareholders’ equity
Total current liabilities	$	729,654	$	—	$	729,654
Deferred underwriting commissions		8,400,000		—		8,400,000
Derivative warrant liabilities		—		19,300,000		19,300,000
Total liabilities		9,129,654		19,300,000		28,429,654
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption		228,996,910		(19,300,000)		209,696,910
Stockholders’ equity
Preference shares - $0.0001 par value		—		—		—
Class A ordinary shares - $0.0001 par value		110		629		739
Class B ordinary shares - $0.0001 par value		690		—		690
Additional paid-in-capital		5,040,235		677,251		5,717,486
Accumulated deficit		(41,028)		(677,880)		(718,908)
Total shareholders’ equity		5,000,007		—		5,000,007
Total liabilities and shareholders’ equity	$	243,126,571	$	—	$	243,126,571