Restatement of previously issued financial statements

6 Months Ended

Dec. 31, 2020

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of previously issued financial statements

Note 2 —Restatement of previously issued financial statements

In May 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 Class A ordinary shares that the Company issued in September 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods 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 in September 2020, the Company’s warrants 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 should be presented as liabilities with subsequent fair value remeasurement.

Historically, the Warrants 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, based on our application of 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 Company’s application of ASC

815-40

to the warrant agreement. The Company reassessed its accounting for Warrants issued in September 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants 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.

Impact of the Restatement

The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods 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 Reported			Restatement Adjustment			As Restated
Balance Sheet
Total assets	$	415,340,439		$	—		$	415,340,439

Liabilities and stockholders’ equity
Total current liabilities	$	291,203		$	—		$	291,203
Derivative warrant liabilities		—			10,929,780			10,929,780

Total liabilities		291,203			10,929,780			11,220,983
Class A common stock, $0.0001 par value; shares subject to possible redemption		410,049,230			(10,929,780	)		399,119,450
Stockholders’ equity
Preferred stock-$0.0001 par value		—			—			—
Class A common stock - $0.0001 par value		101			109			210
Class B common stock - $0.0001 par value		30			—			30
Class F common stock - $0.0001 par value		83			—			83
Additional paid-in-capital		5,345,362			(2,653,929	)		2,691,433
Retained earnings (accumulated deficit)		(345,570	)		2,653,820			2,308,250

Total stockholders’ equity		5,000,006			—			5,000,006

Total liabilities and stockholders’ equity	$	415,340,439		$	—		$	415,340,439


	Period From June 22, 2020 (Inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations
Loss from operations	$	(357,141	)	$	—		$	(357,141	)
Other (expense) income:
Change in fair value of derivative warrant liabilities		—			2,835,950			2,835,950
Financing costs - derivative warrant liabiltiies		—			(182,130	)		(182,130	)
Interest earned on investments held in Trust Account		11,571			—			11,571

Total other (expense) income		11,571			2,653,820			2,665,391

Net income (loss)	$	(345,570	)	$	2,653,820		$	2,308,250

Basic and Diluted weighted-average Class A common stock outstanding		41,400,000						41,400,000

Basic and Diluted net income per Class A common shares	$	—					$	—

Basic and Diluted weighted-average Class B & Class F common stock outstanding		2,580,933						2,580,933

Basic and Diluted net income (loss) per Class B share & Class F share	$	(0.13	)				$	0.89


	Period From June 22, 2020 (Inception) Through December 31, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows
Net income (loss)	$	(345,570	)	$	2,653,820		$	2,308,250
Change in fair value of derivative warrant liabilities		—			(2,835,950	)		(2,835,950	)
Offering costs associated with derivative warrant liabilities		—			182,130			182,130
Initial value of Class A common stock subject to possible redemption		410,347,250			(13,765,730	)		396,581,520
Change in initial value of Class A common stock subject to possible redemption		(298,020	)		2,835,950			2,537,930

In addition, the impact to the balance sheet dated September 18, 2020, filed on Form

8-K

on September 24, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in an $13.8 million increase to the derivative warrant liabilities line item at September 18, 2020, a corresponding decrease to the Class A common stock subject to possible redemption mezzanine equity line item, and an increase in accumulated deficit of approximately $182,000 for offering costs associated with the derivative warrant liabilities with a corresponding increase to additional

paid-in

capital. There is no change to total shareholders’ equity at the reported balance sheet date.