| 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 had historically classified a portion of the public shares in permanent
equity. 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 impacts were material to any previously presented financial statements. Therefore, the
Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated
to report all public shares as temporary equity. As such, the Company is restating those periods in this Quarterly Report. Impact of the Restatement The impact to the balance sheet as of March 18,
2021, the balance sheet and income statement as of March 31, 2021 and the balance sheet and income statement as of June 30, 2021 is presented
below:
| |
|
As
Previously Reported |
|
|
Adjustment |
|
|
As
Restated |
|
Balance Sheet as of March 18, 2021
(as revised in Note 2 of Form 10-Q filed on July 19, 2021) |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares subject to possible redemption |
|
$ |
328,727,970 |
|
|
$ |
16,272,030 |
|
|
$ |
345,000,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares, $0.0001 par value |
|
|
163 |
|
|
|
(163 |
) |
|
|
— |
|
| Class B ordinary shares, $0.0001 par value |
|
|
863 |
|
|
|
— |
|
|
|
863 |
|
| Additional Paid-in Capital |
|
|
5,026,405 |
|
|
|
(5,026,405 |
) |
|
|
— |
|
| Accumulated Deficit |
|
|
(27,430 |
) |
|
|
(11,245,462 |
) |
|
|
(11,272,892 |
) |
Total Shareholder’’ Equity (Deficit) |
|
$ |
5,000,001 |
|
|
$ |
(16,272,030 |
) |
|
$ |
(11,272,029 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares subject to redemption |
|
|
32,872,797 |
|
|
|
1,627,203 |
|
|
|
34,500,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet as of March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares subject to possible redemption |
|
$ |
298,434,690 |
|
|
$ |
46,565,310 |
|
|
$ |
345,000,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares, $0.0001 par value |
|
|
466 |
|
|
|
(466 |
) |
|
|
— |
|
| Class B ordinary shares, $0.0001 par value |
|
|
863 |
|
|
|
— |
|
|
|
863 |
|
| Additional Paid-in Capital |
|
|
6,193,583 |
|
|
|
(6,193,583 |
) |
|
|
— |
|
| Accumulated Deficit |
|
|
(1,194,908 |
) |
|
|
(40,371,261 |
) |
|
|
(41,566,169 |
) |
Total Shareholder’’ Equity (Deficit) |
|
$ |
5,000,004 |
|
|
$ |
(46,565,310 |
) |
|
$ |
(41,565,306 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares subject to redemption |
|
|
29,843,469 |
|
|
|
4,656,531 |
|
|
|
34,500,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement as of March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(1,183,957 |
) |
|
$ |
— |
|
|
$ |
(1,183,957 |
) |
| Weighted average Redeemable Class A ordinary shares |
|
|
29,885,095 |
|
|
|
(24,845,769 |
) |
|
|
5,039,326 |
|
| Basic and diluted net loss per share, redeemable Class A ordinary shares |
|
$ |
0.00 |
|
|
$ |
(0.10 |
) |
|
$ |
(0.10 |
) |
| Weighted average non-redeemable Class B ordinary shares |
|
|
9,342,874 |
|
|
|
(2,703,829 |
) |
|
|
6,639,045 |
|
| Basic and diluted net loss per share, non-redeemable Class B ordinary shares |
|
$ |
(0.13 |
) |
|
$ |
0.03 |
|
|
$ |
(0.10 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance Sheet as of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares subject to possible redemption |
|
$ |
296,883,180 |
|
|
$ |
48,116,820 |
|
|
$ |
345,000,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Class A ordinary shares, $0.0001 par value |
|
|
482 |
|
|
|
(482 |
) |
|
|
— |
|
| Class B ordinary shares, $0.0001 par value |
|
|
863 |
|
|
|
— |
|
|
|
863 |
|
| Additional Paid-in Capital |
|
|
7,745,077 |
|
|
|
(7,745,077 |
) |
|
|
— |
|
| Accumulated Deficit |
|
|
(2,746,416 |
) |
|
|
(40,371,262 |
) |
|
|
(43,117,678 |
) |
Total Shareholder’’ Equity (Deficit) |
|
$ |
5,000,006 |
|
|
$ |
(48,116,821 |
) |
|
$ |
(43,116,815 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares subject to redemption |
|
|
29,688,318 |
|
|
|
4,811,682 |
|
|
|
34,500,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Income Statement as of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(1,551,508 |
) |
|
$ |
— |
|
|
$ |
(1,551,508 |
) |
| Weighted average Redeemable Class A ordinary shares |
|
|
29,483,469 |
|
|
|
4,656,531 |
|
|
|
34,500,000 |
|
| Basic and diluted net loss per share, redeemable Class A ordinary shares |
|
$ |
0.00 |
|
|
|
(0.04 |
) |
|
|
(0.04 |
) |
| Weighted average non-redeemable Class B ordinary shares |
|
|
13,281,531 |
|
|
|
(4,656,531 |
) |
|
|
8,625,000 |
|
| Basic and diluted net loss per share, non-redeemable Class B ordinary shares |
|
$ |
(0.12 |
) |
|
|
0.08 |
|
|
|
(0.04 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Six Months |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(2,735,465 |
) |
|
$ |
— |
|
|
$ |
(2,735,465 |
) |
| Weighted average Redeemable Class A ordinary shares |
|
|
29,849,073 |
|
|
|
(9,915,740 |
) |
|
|
19,933,333 |
|
| Basic and diluted net loss per share, redeemable Class A ordinary shares |
|
$ |
0.00 |
|
|
|
(0.10 |
) |
|
|
(0.10 |
) |
| Weighted average non-redeemable Class B ordinary shares |
|
|
11,322,835 |
|
|
|
(3,679,779 |
) |
|
|
7,643,056 |
|
| Basic and diluted net loss per share, non-redeemable Class B ordinary shares |
|
$ |
(0.24 |
) |
|
|
0.14 |
|
|
|
(0.10 |
) |
|