Quarterly report pursuant to Section 13 or 15(d)

Revision of Previously Issued Financial Statements

v3.21.2
Revision of Previously Issued Financial Statements
3 Months Ended
Mar. 31, 2021
Accounting Changes and Error Corrections [Abstract]  
Revision of Previously Issued Financial Statements
Note 2 —Revision of Previously Issued Financial Statements
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 March 25, 2021, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheet, and after discussion and evaluation, including with the Company’s independent auditors, 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 on March 25, 2021, 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 Statement of Operations each reporting period.
Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued balance sheet as of March 25, 2021, should be revised because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase Class A ordinary shares (the “Warrants”).

 
Impact of the Restatement
The impact to the balance sheet dated March 25, 2021, filed on Form
8-K
on April 1, 2021 related to the impact of accounting for public and private warrants as liabilities at fair value resulted in an approximate amount of $18 million increase to the warrant liability line item on March 25, 2021 and offsetting decrease to the Class A ordinary shares subject to redemption mezzanine equity line item. There is no change to total shareholders’ equity at any reported balance sheet date.
 
    
As of March 25, 2021
 
    
As Previously
Reported
    
Restatement
Adjustment
    
As Revised
 
Balance Sheet as of March 25, 2021
        
Total assets
   $ 351,424,475      $ —        $ 351,424,475  
  
 
 
    
 
 
    
 
 
 
Liabilities and shareholders’ equity
        
Deferred underwriters’ discount
   $ 12,250,000      $ —        $ 12,250,000  
Warrant liabilities
     —          17,796,406        17,796,406  
  
 
 
    
 
 
    
 
 
 
Total liabilities
     12,250,000        17,796,406        30,046,406  
Ordinary shares, $0.0001 par value; shares subject to possible redemption
     334,174,740        (17,796,406      316,378,064  
Shareholders’ equity
        
Preference shares - $0.0001 par value
     —          —          —    
Class A ordinary shares - $0.0001 par value
     158        178        336  
Class B ordinary shares - $0.0001 par value
     1,006        —          1006  
Additional
paid-in-capital
     5,003,841        517,475        5,521,316  
Accumulated deficit
     (5,000      (517,653      (522,653
  
 
 
    
 
 
    
 
 
 
Total shareholders’ equity
     5,000,005        —          5,000,005  
  
 
 
    
 
 
    
 
 
 
Total liabilities and shareholders’ equity
   $ 351,424,475      $ —        $ 351,424,475