NOTE 2. CORRECTION OF AN ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for our Warrants and FPA under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in shareholders’ equity. Since the Warrants and FPA meet the definition of a derivative under ASC 815-40, we have restated the financial statements to classify the Warrants and FPA as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.

The Company's prior accounting treatment for the Warrants and FPA was equity classification rather than as derivative liabilities. Accounting for the Warrants and FPA as liabilities pursuant to ASC 815-40 requires that the Company re-measure the Warrants and FPA to their fair value each reporting period and record the changes in such value in the statement of operations. Accordingly, the Company has restated the value and classification of the Warrants and FPA in our financial statements included herein (“Restatement”).

The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO.


	As of December 31, 2020
	As reported	As Restated	Difference
Balance Sheet
Warrant liability	—	53,005,335	53,005,335
FPA Liability	—	10,654,540	10,654,540
Total Liabilities	18,725,550	82,385,425	63,659,875
Class A ordinary shares subject to possible redemption	494,827,880	431,168,005	(63,659,875)
Class A ordinary shares, $0.0001 par value	227	863	636
Additional paid-in capital	5,804,510	34,912,594	29,108,084
Accumulated deficit	(806,028)	(29,914,748)	(29,108,720)
Total Shareholders’ Equity	5,000,003	5,000,003	—


	For the Period from February 11, 2020 through December 31, 2020
	As reported	As Restated	Difference
Statement of Operations
Change in fair value of warrant liability	—	17,328,667	17,328,667
Change in fair value of FPA liability	—	10,399,002	10,399,002
Transaction costs allocated to warrant and FPA liabilities	—	1,381,051	1,381,051
Net Loss	(806,028)	(29,914,748)	(28,108,720)
Weighted average shares outstanding – redeemable	49,551,714	45,254,948	(4,296,766)
Basic and Diluted EPS – redeemable	—	—	—
Weighted average shares outstanding – non-redeemable	13,640,310	16,283,431	2,643,121
Basic and Diluted EPS – non-redeemable	(0.06)	(1.84)	(1.78)


	Year Ended 12/31/20
	As reported	As Restated	Difference
Statement of Changes in Shareholders’ Equity
Class A Ordinary Shares	2,267,212	8,633,199	6,365,987
Class A Ordinary Share Amount	227	863	636
Additional Paid-In capital	5,804,510	34,912,594	29,108,084
Accumulated Deficit	(806,028)	(29,914,748)	(29,108,720)
Total shareholders' equity	5,000,003	5,000,003	—


	Year Ended 12/31/20
	As reported	As Restated		Difference
Statement of Cash Flows
Net Loss	(806,028)		(29,914,748)	(29,108,720)
Change in fair value of warrant liability	—		17,328,667	17,328,667
Change in fair value of FPA liability	—		10,399,002	10,399,002
Transaction costs allocated to warrant and FPA liabilities	—		1,381,051	1,381,051
Initial classification of warrant liability	—		35,676,668	35,676,668
Initial classification of FPA liability	—		255,538	255,538
Initial value of Class A common stock subject to possible redemption	495,597,040		459,696,714	(35,900,326)
Change in value of Class A common stock subject to possible redemption	(769,160)		21,426,075	22,195,235


	As of September 30, 2020
	As reported	As Restated	Difference
Balance Sheet
Warrant liability	—	38,225,001	38,225,001
FPA Liability	—	5,548,575	5,548,575
Total Liabilities	18,222,551	61,996,127	43,773,576
Class A ordinary shares subject to possible redemption	495,423,880	451,650,304	(43,773,576)
Class A ordinary shares, $0.0001 par value	221	658	437
Additional paid-in capital	5,208,516	14,430,500	9,221,984
Accumulated deficit	(210,021)	(9,432,442)	(9,222,421)
Total Shareholders’ Equity	5,000,010	5,000,010	—


	For the 3 Months Ended September 30, 2020
	As reported		As Restated		Difference
Statement of Operations
Change in fair value of warrant liability		—		(1,529,000)	(1,529,000)
Change in fair value of FPA liability		—		2,299,616	2,299,616
Transaction costs allocated to warrant and FPA liabilities		—		—	—
Net Loss		(173,155)		(943,771)	(770,616)
Weighted average shares outstanding – redeemable		49,559,704		45,259,408	(4,300,296)
Basic and Diluted EPS – redeemable	$	—	$	—	—
Weighted average shares outstanding – non-redeemable		15,127,796		19,428,092	4,300,296
Basic and Diluted EPS – non-redeemable	$	(0.01)	$	(0.05)	(0.04)


	For the Period from February 11, 2020 through September 30, 2020
	As reported		As Restated		Difference
Statement of Operations
Change in fair value of warrant liability		—		2,548,333	2,548,333
Change in fair value of FPA liability		—		5,293,037	5,293,037
Transaction costs allocated to warrant and FPA liabilities		—		1,381,051	1,381,051
Net Loss		(210,021)		(9,432,442)	(9,222,421)
Weighted average shares outstanding – redeemable		49,560,044		45,335,261	(4,224,783)
Basic and Diluted EPS – redeemable	$	—	$	—	—
Weighted average shares outstanding – non-redeemable		13,025,013		14,959,025	1,934,012
Basic and Diluted EPS – non-redeemable	$	(0.02)	$	(0.63)	(0.61)


	February 11, 2020 (Inception) Through September 30, 2020
	As reported	As Restated	Difference
Statement of Changes in Shareholders’ Equity
Class A Ordinary Shares	2,267,212	6,584,969	4,317,757
Class A Ordinary Share Amount	221	658	437
Additional Paid-In Capital	5,208,516	14,430,500	9,221,984
Accumulated Deficit	(210,021)	(9,432,442)	(9,222,421)
Total shareholders' equity	5,000,010	5,000,010	—


	February 11, 2020 (Inception) Through September 30, 2020
	As reported	As Restated		Difference
Statement of Cash Flows
Net Loss	(210,021)		(9,432,442)	(9,222,421)
Change in fair value of warrant liability	—		2,548,333	2,548,333
Change in fair value of FPA liability	—		5,293,037	5,293,037
Transaction costs allocated to warrant and FPA liabilities	—		1,381,051	1,381,051
Initial classification of warrant liability	—		35,676,668	35,676,668
Initial classification of FPA liability	—		255,538	255,538
Initial value of Class A common stock subject to possible redemption	495,628,920		459,696,714	(35,932,206)
Change in value of Class A common stock subject to possible redemption	(205,040)		(8,046,410)	(7,841,370)


	As of June 30, 2020
	As reported	As Restated	Difference
Balance Sheet
Warrant liability	—	39,754,001	39,754,001
FPA Liability	—	3,248,959	3,248,959
Total Liabilities	18,663,985	61,666,945	43,002,960
Class A ordinary shares subject to possible redemption	495,597,040	452,594,080	(43,002,960)
Class A ordinary shares, $0.0001 par value	219	649	430
Additional paid-in capital	5,035,358	13,486,733	8,451,375
Accumulated deficit	(36,866)	(8,488,671)	(8,451,805)
Total Shareholder's Equity	5,000,005	5,000,005	—


	For the 3 Months Ended June 30, 2020
	As reported		As Restated		Difference
Statement of Operations
Change in fair value of warrant liability		—		4,077,333	4,077,333
Change in fair value of FPA liability		—		2,993,421	2,993,421
Transaction costs allocated to warrant and FPA liabilities		—		1,381,051	1,381,051
Net Loss		(31,882)		(8,483,687)	(8,451,805)
Basic and Diluted EPS – redeemable	$	—	$	—	—
Weighted average shares outstanding – non-redeemable		11,718,359		12,152,705	434,345
Basic and Diluted EPS – non-redeemable	$	—	$	(0.70)	(0.70)


	For the Period from February 11, 2020 through June 30, 2020
	As reported		As Restated		Difference
Statement of Operations
Change in fair value of warrant liability		—		4,077,333	4,077,333
Change in fair value of FPA liability		—		2,993,421	2,993,421
Transaction costs allocated to warrant and FPA liabilities		—		1,381,051	1,381,051
Net Income (Loss)		(36,886)		(8,488,691)	(8,451,805)
Weighted average shares outstanding – redeemable		49,562,892		45,969,671	(3,593,221)
Basic and Diluted EPS – redeemable	$	—	$	—	—
Weighted average shares outstanding – non-redeemable		11,570,456		11,867,640	297,184
Basic and Diluted EPS – non-redeemable	$	—	$	(0.72)	(0.72)


	February 11, 2020 (Inception) Through June 30, 2020
	As reported	As Restated	Difference
Statement of Changes in Shareholders’ Equity
Class A Ordinary Shares	2,267,212	6,490,592	4,223,380
Class A Ordinary Share Amount	219	649	430
Additional Paid-In	5,035,358	13,486,733	8,451,375
Accumulated Deficit	(36,866)	(8,488,671)	(8,451,805)
Total shareholders' equity	5,000,005	5,000,005	—


	February 11, 2020 (Inception) Through June 30, 2020
	As reported	As Restated		Difference
Statement of Cash Flows
Net Loss	(36,866)		(8,488,671)	(8,451,805)
Change in fair value of warrant liability	—		4,077,333	4,077,333
Change in fair value of FPA liability	—		2,993,421	2,993,421
Transaction costs allocated to warrant and FPA liabilities	—		1,381,051	1,381,051
Initial classification of warrant liability	—		35,676,668	35,676,668
Initial classification of FPA liability	—		255,538	255,538
Initial value of Class A common stock subject to possible redemption	495,628,920		459,696,714	(35,932,206)
Change in value of Class A common stock subject to possible redemption	(31,880)		(7,102,634)	(7,070,754)


	As of June 19, 2020
	As reported	As Restated	Difference
Balance Sheet
Warrant liability	—	35,676,668	35,676,668
FPA Liability	—	255,538	255,538
Total Liabilities	18,892,430	54,824,636	35,932,206
Class A ordinary shares subject to possible redemption	495,597,920	459,696,714	(35,932,206)
Class A ordinary shares, $0.0001 par value	219	578	359
Additional paid-in capital	5,003,478	6,384,170	1,380,692
Accumulated deficit	(4,983)	(1,381,051)	(1,386,034)
Total Shareholder's Equity	5,000,008	5,000,008	—