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 in Amendment No. 1 on Form 10-K/A for the period of December 31, 2020

Following the process of evaluating the accounting for the Company's outstanding warrants and FPA and in connection with the preparation of the Company's financial statements for the period ended March 31, 2021, the Company also determined that it was necessary to further restate its financial statements to reclassify Class A ordinary shares in the Affected Periods as defined in the Explanatory Note. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of approximately $10.00 per share of Class A ordinary shares while also taking into consideration the requirement in our amended and restated memorandum and articles of association that a redemption cannot cause the company’s net tangible assets to be less than $5,000,001 upon completion of the business combination, which resulted in (i) 43,116,801 Class A ordinary shares being recorded in temporary equity at an amount of $431,168,005 at December 31, 2020, (ii) 45,165,300 Class A ordinary shares being recorded in temporary equity at an amount of $451,650,304 at September 30, 2020, (iii) 45,259,408 Class A ordinary shares being recorded in temporary equity at an amount of $452,594,080 at June 30, 2020, and (iv) 45,969,672 Class A ordinary shares being recorded in temporary equity at an amount of $459,696,714 at June 19, 2020. In connection with the preparation of the Company's financial statements for the period ended March 31, 2021, the Company further evaluated the maximum redemption value in conjunction with the FPA that is expected to close substantially concurrent with an initial business combination, which would result in an additional $75,000,000 in net tangible assets. Upon considering the impact of the FPA, the Company concluded the redemption value should include 51,162,254 Class A ordinary shares resulting in the ordinary shares subject to possible redemption being equal to $511,622,540 at December 31, 2020. Upon considering the impact of the FPA, the Company concluded the redemption value should include all shares of Class A ordinary shares resulting in the Class A ordinary shares subject to possible redemption being equal to $517,500,000 at September 30, 2020, June 30, 2020, and June 19, 2020. Accordingly, the Company has restated classification of the Class A ordinary shares in our financial statements included herein ("the 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.

Through 12/31/20


Statement of Changes in Shareholders' Equity (Deficit)	As Reported
	per Amendment #1	As Restated	Difference
Class A Shares	863	59	(804)
Additional Paid-In Capital	34,912,594	6,724,439	(28,188,155)
Accumulated Deficit	(29,914,748)	(82,180,324)	(52,265,576)
Shareholders' Equity (Deficit)	5,000,003	(75,454,532)	(80,454,535)


Statement of Operations	As Reported
	per Amendment #1	As Restated	Difference
Weighted Average Shares Outstanding	16,283,431	12,288,052	(3,995,379)
Basic and diluted net loss per ordinary share	(1.84)	(2.43)	(0.59)


Balance Sheet	As Reported
	per Amendment #1	As Restated	Difference
Class A Ordinary Shares subject to possible redemption	431,168,005	511,622,540	80,454,535
Class A Ordinary Shares	863	59	(804)
Additional Paid-In Capital	34,912,594	6,724,439	(28,188,155)
Retained Earnings/(Accumulated Deficit)	(29,914,748)	(82,180,324)	(52,265,576)
Total Shareholders' Equity (Deficit)	5,000,003	(75,454,532)	(80,454,535)


Cash Flow Statement	As Reported
	per Amendment #1	As Restated	Difference
Initial classification of Class A ordinary shares subject to possible redemption	459,696,714	517,500,000	57,803,286
Change in value of Class A ordinary shares subject to possible redemption	(21,426,075)	(5,877,460)	15,548,615

Year to Date and at 09/30/20


Statement of Changes in Shareholders' Equity (Deficit)	As Reported
	per Amendment #1	As Restated	Difference
Additional Paid-In Capital	14,430,500	591,876	(13,838,624)
Accumulated Deficit	(29,914,748)	(61,442,856)	(31,528,108)
Shareholders' Equity (Deficit)	5,000,003	(60,849,686)	(65,849,689)


Statement of Operations	As Reported
	per Amendment #1	As Restated	Difference
Weighted Average Shares Outstanding	14,959,025	12,022,500	(2,936,525)
Basic and diluted net loss per ordinary share	(0.63)	(0.78)	(0.15)


Balance Sheet	As Reported
	per Amendment #1	As Restated	Difference
Class A Ordinary Shares subject to possible redemption	451,650,304	517,500,000	65,849,696
Class A Ordinary Shares	658	—	(658)
Additional Paid-In Capital	14,430,500	591,876	(13,838,624)
Retained Earnings/(Accumulated Deficit)	(9,432,442)	(61,442,856)	(52,010,414)
Total Shareholders' Equity (Deficit)	5,000,003	(60,849,686)	(65,849,689)


Cash Flow Statement	As Reported
	per Amendment #1	As Restated	Difference
Initial classification of Class A ordinary shares subject to possible redemption	459,696,714	517,500,000	57,803,286
Change in value of Class A ordinary shares subject to possible redemption	(21,426,075)	—	21,426,075

Three Months Ended 09/30/20


Statement of Operations	As Reported
	per Amendment #1	As Restated	Difference
Weighted Average Shares Outstanding	19,428,092	12,937,500	(6,490,592)
Basic and diluted net loss per ordinary share	(0.05)	(0.07)	(0.02)

Year to Date and at 06/30/20


Statement of Changes in Shareholders' Equity (Deficit)	As Reported
	per Amendment #1	As Restated	Difference
Additional Paid-In Capital	13,486,733	591,876	(12,894,857)
Accumulated Deficit	(8,488,671)	(60,499,085)	(52,010,414)
Shareholders' Equity (Deficit)	5,000,005	(59,905,915)	(64,905,920)


Statement of Operations	As Reported
	per Amendment #1	As Restated	Difference
Weighted Average Shares Outstanding	14,959,025	11,389,568	(3,569,457)
Basic and diluted net loss per ordinary share	(0.63)	(0.75)	(0.12)


Balance Sheet	As Reported
	per Amendment #1	As Restated	Difference
Class A Ordinary Shares subject to possible redemption	452,594,080	517,500,000	64,905,920
Class A Ordinary Shares	649	—	(649)
Additional Paid-In Capital	13,486,733	591,876	(12,894,857)
Retained Earnings/(Accumulated Deficit)	(8,488,671)	(60,499,085)	(52,010,414)
Total Shareholders' Equity (Deficit)	5,000,005	(59,905,915)	(64,905,920)


Cash Flow Statement	As Reported
	per Amendment #1	As Restated	Difference
Initial classification of Class A ordinary shares subject to possible redemption	459,696,714	517,500,000	57,803,286
Change in value of Class A ordinary shares subject to possible redemption	(21,426,075)	—	21,426,075

Three Months Ended 06/30/20


Statement of Operations	As Reported
	per Amendment #1	As Restated	Difference
Weighted Average Shares Outstanding	19,428,092	11,453,984	(7,974,108)
Basic and diluted net loss per ordinary share	(0.05)	(0.74)	(0.69)

06/19/20 - IPO Closing Including Over-Allotment and Upsize


Balance Sheet	As Reported
	per Amendment #1	As Restated	Difference
Class A Ordinary Shares subject to possible redemption	459,696,714	517,500,000	57,803,286
Class A Ordinary Shares	578	—	(578)
Additional Paid-In Capital	6,384,170	591,876	(5,792,294)
Retained Earnings/(Accumulated Deficit)	(1,386,034)	(53,396,448)	(52,010,414)
Total Shareholders' Equity (Deficit)	5,000,008	(52,803,278)	(57,803,286)