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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended
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Dec. 31, 2020
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | Note 2 —RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase ordinary shares, as well as to the forward purchase agreement entered into with the Sponsor (the “FPA” and such securities, the “FPS”), the Company’s previously issued financial statements for the Affected Period should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Period included in this Annual Report. 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 issuance on December 15, 2020, the Company’s warrants and the FPA were accounted for as equity within the Company’s previously reported balance sheets. 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 and the FPA should be presented as liabilities with subsequent fair value remeasurement. Historically, the warrants and the FPA were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the warrants and the FPA, based on our application of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“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 FPA and the Company’s application of ASC 815-40 to the warrant agreement and the FPA. The Company reassessed its accounting for the warrants issued on December 15, 2020 and for the FPA in light of the SEC Staff’s published views. Based on this reassessment, management determined that the warrants and the FPA 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. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the period ended December 31, 2020 should be restated because of a misapplication in the guidance around accounting for our outstanding warrants to purchase ordinary shares and for the FPA and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets and statements of operations for the Affected Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of December 31, 2020
​ | ​ | As Previously | ​ | Restatement | ​ | ​ | ​
​ |  | Reported |  | Adjustment |  | As Restated
Balance Sheet |  | ​ |  |  | ​ |  |  | ​ |
Total assets | ​ | $ | 416,346,780 | ​ | $ | — | ​ | $ | 416,346,780
Liabilities and Shareholders’ equity | ​ |  |  | ​ |  |  | ​ |  |
Total current liabilities | ​ | $ | 416,521 | ​ | $ | — | ​ | $ | 416,521
Deferred underwriting commissions | ​ |  | 14,490,000 | ​ |  | — | ​ |  | 14,490,000
Derivative liabilities | ​ |  | — | ​ |  | 40,532,280 | ​ |  | 40,532,280
Total liabilities | ​ |  | 14,906,521 | ​ |  | 40,532,280 | ​ |  | 55,438,801
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | ​ |  | 396,440,250 | ​ |  | (40,532,280) | ​ |  | 355,907,970
Shareholders’ equity | ​ |  |  | ​ |  |  | ​ |  |
Preference shares - $0.0001 par value | ​ |  | — | ​ |  | — | ​ |  | —
Class A ordinary shares - $0.0001 par value | ​ |  | 176 | ​ |  | 405 | ​ |  | 581
Class B ordinary shares - $0.0001 par value | ​ |  | 1,035 | ​ |  | — | ​ |  | 1,035
Additional paid-in-capital | ​ |  | 5,013,277 | ​ |  | 11,784,745 | ​ |  | 16,798,022
Accumulated deficit | ​ |  | (14,479) | ​ |  | (11,785,150) | ​ |  | (11,799,629)
Total shareholders’ equity | ​ |  | 5,000,009 | ​ |  | — | ​ |  | 5,000,009
Total liabilities and shareholders’ equity | ​ | $ | 416,346,780 | ​ | $ | — | ​ | $ | 416,346,780
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Period From September 28, 2020 (Inception) Through December 31, 2020
​ | ​ | As Previously | ​ | Restatement | ​ | ​ | ​
​ |  | Reported |  | Adjustment |  | As Restated
Statement of Operations |  | ​ |  |  | ​ |  |  | ​ |
Loss from operations | ​ | $ | (35,004) | ​ | $ | (35,004) |  | ​ |
Other (expense) income: | ​ |  |  | ​ |  |  |  | ​ |
Change in fair value of derivative liabilities | ​ |  | — | ​ |  | (10,659,080) |  | ​ | (10,659,080)
Transaction costs - derivative liabilities | ​ |  | — | ​ |  | (1,126,070) |  | ​ | (1,126,070)
Net gain from investments held in Trust Account | ​ |  | 20,525 | ​ |  | — |  | ​ | 20,525
Total other (expense) income | ​ |  | 20,525 | ​ |  | (11,785,150) |  | ​ | (11,764,625)
Net loss | ​ | $ | (14,479) | ​ | $ | (11,785,150) | ​ | $ | (11,799,629)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic and Diluted weighted-average Class A ordinary common stock | ​ |  | 41,400,000 | ​ |  | — | ​ |  | 41,400,000
Basic and Diluted net loss per Class A share | ​ | $ | 0.00 | ​ |  | — | ​ | $ | 0.00
Basic and Diluted weighted-average Class B ordinary common stock | ​ |  | 10,350,000 | ​ |  | — | ​ |  | 10,350,000
Basic and Diluted net loss per Class B share | ​ | $ | (0.00) | ​ |  | (1.14) | ​ | $ | (1.14)
​ In addition, the impact to the balance sheet dated December 15, 2020, filed on Form 8-K on December 21, 2020 related to the impact of accounting for the public warrants issued in connection with the Public Offering, the Private Placement Warrants and the FPA as liabilities at fair value resulted in a $33.9 million increase to the derivative liabilities line item at December 15, 2020 and offsetting decrease to the Class A ordinary shares subject to possible redemption mezzanine equity line item. There is no change to total shareholders’ equity at the reported balance sheet date. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of December 15, 2020
​ | ​ | As Previously | ​ | Restatement | ​ | ​ | ​
​ |  | Reported |  | Adjustment |  | As Restated
Balance Sheet |  | ​ |  |  | ​ |  |  | ​ |
Total assets | ​ | $ | 416,788,700 | ​ | $ | — | ​ | $ | 416,788,700
Liabilities and Shareholders’ equity | ​ |  |  | ​ |  |  | ​ |  |
Total current liabilities | ​ | $ | 762,402 | ​ | $ | — | ​ | $ | 762,402
Deferred underwriting fee payable | ​ |  | 14,490,000 | ​ |  | — | ​ |  | 14,490,000
Derivative liabilities | ​ |  | — | ​ |  | 29,873,200 | ​ |  | 29,873,200
Total liabilities | ​ |  | 15,252,402 | ​ |  | 29,873,200 | ​ |  | 45,125,602
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | ​ |  | 396,536,290 | ​ |  | (29,873,200) | ​ |  | 366,663,090
Shareholders’ equity | ​ |  |  | ​ |  |  | ​ |  |
Preference shares - $0.0001 par value | ​ |  | — | ​ |  | — | ​ |  | —
Class A ordinary shares - $0.0001 par value | ​ |  | 175 | ​ |  | 298 | ​ |  | 473
Class B ordinary shares - $0.0001 par value | ​ |  | 1,035 | ​ |  | — | ​ |  | 1,035
Additional paid-in-capital | ​ |  | 5,003,798 | ​ |  | 1,125,772 | ​ |  | 6,129,570
Accumulated deficit | ​ |  | (5,000) | ​ |  | (1,126,070) | ​ |  | (1,131,070)
Total shareholders’ equity | ​ |  | 5,000,008 | ​ |  | — | ​ |  | 5,000,008
Total liabilities and shareholders’ equity | ​ | $ | 416,788,700 | ​ | $ | — | ​ | $ | 416,788,700
​

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- Definition The entire disclosure for reporting accounting changes and error corrections. It includes the conveyance of information necessary for a user of the Company's financial information to understand all aspects and required disclosure information concerning all changes and error corrections reported in the Company's financial statements for the period. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -URI http://asc.fasb.org/topic&trid=2122394 + Details
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