NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering and the FPA (as defined in Note 7) as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants and the FPA under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants and the FPA are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants and the FPA as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants and the FPA at the end of each reporting period as well as re-evaluate the treatment of the Warrants and the FPA and recognize changes in the fair value of each from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, revenue, operating expenses, cash flows or cash.

The following table summarizes the effect of the restatement on each financial statement line item impacted by the restatement and on the number of Class A ordinary shares subject to redemption.


	As Previously Reported			Adjustments			As Restated
Balance sheet as of October 9, 2020
Warrant liability		—			13,400,000			13,400,000
Forward purchase agreement liability		—			50,000			50,000
Total Liabilities	$	8,755,508		$	13,450,000		$	22,205,508
Class A Ordinary Shares Subject to Possible Redemption		237,804,830			(13,450,000	)		224,354,830
Class A Ordinary Shares		122			134			256
Additional Paid-in Capital		5,004,166			532,751			5,536,917
Accumulated Deficit		(5,003	)		(532,885	)		(537,888	)
Total Shareholders’ Equity		5,000,004			—			5,000,004

Number of Class A ordinary shares subject to redemption		23,780,483			(1,345,000	)		22,435,483
Balance sheet as of December 31, 2020
Warrant liability		—			15,090,000			15,090,000
Forward purchase agreement liability		—			2,050,000			2,050,000
Total Liabilities	$	8,923,873		$	17,140,000		$	26,063,873
Ordinary Shares Subject to Possible Redemption		237,588,818			(17,139,998	)		220,448,820
Class A Ordinary Shares		125			171			296
Additional Paid-in Capital		5,220,269			4,222,712			9,442,981
Accumulated Deficit		(221,009	)		(4,222,885	)		(4,443,894	)
Shareholders’ Equity		5,000,010			(2	)		5,000,008

Number of Class A ordinary shares subject to redemption		23,753,855			(1,713,637	)		22,040,218
Statement of Operations
Period from August 19, 2020 (inception) to December 31, 2020
Net loss	$	(221,009	)	$	(4,222,885	)	$	(4,443,894	)
Weighted average shares subject to possible redemption		23,780,483			(1,740,265	)		22,040,218
Weighted average shares outstanding of basic and diluted shares		7,011,052			839,361			7,850,413
Basic and diluted net loss per ordinary share		(0.04	)					(0.58	)

Cash Flow Statement for the Period from August 19, 2020 (inception) to December 31, 2020
Net loss	$	(221,009	)	$	(4,222,885	)	$	(4,443,894	)
Change in warrant liability		—			3,740,000			3,740,000
Allocation of initial public offering costs		—			482,885			482,885
Initial classification of warrant liability		—			13,450,000			13,450,000
Initial classification of common stock subject to possible redemption		237,804,830			(13,450,000	)		224,354,830
Change in value of common stock subject to possible redemption		(216,012	)		(3,690,000	)		(3,906,012	)