| Restatement of Previously Reported Financial Statements |
Note 2—Restatement of Previously Reported Financial Statements The Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to redemption in temporary equity. In accordance with ASC redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 8-K filed with the SEC on March 2, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Post-IPO Balance Sheet and the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and the Over-Allotment. As such, the Company is reporting these restatements to those periods in this quarterly report. The previously presented Post-IPO Balance Sheet and Affected Quarterly Periods should no longer be relied upon. The change in the carrying value of the redeemable Class A ordinary shares in the Post-IPO Balance Sheet resulted in a reclassification of approximately 2.2 million Class A ordinary shares from permanent equity to temporary equity. The impact of the restatement to the Post-IPO Balance Sheet is as follows:
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|
|
|
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| |
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|
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| |
|
$ |
277,526,800 |
|
|
$ |
— |
|
|
$ |
277,526,800 |
|
| |
|
|
|
|
|
|
|
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|
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|
|
Liabilities and shareholders’ equity (deficit) |
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Total current liabilities |
|
$ |
710,251 |
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|
$ |
— |
|
|
$ |
710,251 |
|
Deferred underwriting commissions |
|
|
9,625,000 |
|
|
|
— |
|
|
|
9,625,000 |
|
| |
|
|
9,153,333 |
|
|
|
— |
|
|
|
9,153,333 |
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| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
19,488,584 |
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|
|
— |
|
|
|
19,488,584 |
|
Class A ordinary shares subject to possible redemption |
|
|
253,038,210 |
|
|
|
21,961,790 |
|
|
|
275,000,000 |
|
Shareholders’ equity (deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
220 |
|
|
|
(220 |
) |
|
|
— |
|
| |
|
|
690 |
|
|
|
— |
|
|
|
690 |
|
| |
|
|
5,327,593 |
|
|
|
(5,327,593 |
) |
|
|
— |
|
| |
|
|
(328,497 |
) |
|
|
(16,633,977 |
) |
|
|
(16,962,474 |
) |
| |
|
|
|
|
|
|
|
|
|
|
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|
Total shareholders’ equity (deficit) |
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|
5,000,006 |
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|
(21,961,790 |
) |
|
|
(16,961,784 |
) |
| |
|
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|
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|
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|
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) |
|
$ |
277,526,800 |
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|
$ |
— |
|
|
$ |
277,526,800 |
|
| |
|
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|
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|
The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below. The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 2.1 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of March 31, 2021:
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Unaudited Condensed Balance Sheet |
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| |
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$ |
276,867,209 |
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|
$ |
— |
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|
$ |
276,867,209 |
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| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
17,502,404 |
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|
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— |
|
|
|
17,502,404 |
|
Class A ordinary shares subject to possible redemption |
|
|
254,364,800 |
|
|
|
20,635,200 |
|
|
|
275,000,000 |
|
Shareholders’ equity (deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
206 |
|
|
|
(206 |
) |
|
|
— |
|
| |
|
|
690 |
|
|
|
— |
|
|
|
690 |
|
| |
|
|
4,001,017 |
|
|
|
(4,001,017 |
) |
|
|
— |
|
Retained earnings (accumulated deficit) |
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|
998,092 |
|
|
|
(16,633,977 |
) |
|
|
(15,635,885 |
) |
| |
|
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|
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|
|
|
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|
Total shareholders’ equity (deficit) |
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|
5,000,005 |
|
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|
(20,635,200 |
) |
|
|
(15,635,195 |
) |
| |
|
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|
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|
|
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Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) |
|
$ |
276,867,209 |
|
|
$ |
— |
|
|
$ |
276,867,209 |
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| |
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|
| The Company’s unaudited statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the period from January 8, 2021 (inception) through March 31, 2021:
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|
For the Period from January 8, 2021 (Inception)
through March 31, 2021 |
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Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: |
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|
Initial value of Class A ordinary shares subject to possible redemption |
|
$ |
253,038,210 |
|
|
$ |
(253,038,210 |
) |
|
$ |
— |
|
Change in fair value of Class A ordinary shares subject to possible redemption |
|
$ |
1,326,590 |
|
|
$ |
(1,326,590 |
) |
|
$ |
— |
|
Accretion of Class A ordinary shares subject to redemption amount |
|
$ |
— |
|
|
$ |
20,124,954 |
|
|
$ |
20,124,954 |
| The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 2.6 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited balance sheet as of June 30, 2021:
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|
Unaudited Condensed Balance Sheet |
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| |
|
$ |
276,386,096 |
|
|
$ |
— |
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|
$ |
276,386,096 |
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| |
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| |
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22,325,494 |
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— |
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|
22,325,494 |
|
Class A ordinary shares subject to possible redemption |
|
|
249,060,600 |
|
|
|
25,939,400 |
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|
275,000,000 |
|
Shareholders’ equity (deficit) |
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|
|
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|
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|
|
|
| |
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— |
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— |
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— |
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| |
|
|
259 |
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|
|
(259 |
) |
|
|
— |
|
| |
|
|
688 |
|
|
|
— |
|
|
|
688 |
|
| |
|
|
9,305,166 |
|
|
|
(9,305,166 |
) |
|
|
— |
|
| |
|
|
(4,306,111 |
) |
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|
(16,633,975 |
) |
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|
(20,940,086 |
) |
| |
|
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|
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|
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|
Total shareholders’ equity (deficit) |
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|
5,000,002 |
|
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|
(25,939,400 |
) |
|
|
(20,939,398 |
) |
| |
|
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|
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) |
|
$ |
276,386,096 |
|
|
$ |
— |
|
|
$ |
276,386,096 |
|
| |
|
|
|
|
|
|
|
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|
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|
The Company’s unaudited statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported unaudited statement of cash flows for the period from January 8, 2021 (inception) through June 30, 2021:
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|
For the Period from January 8, 2021 (Inception)
through June 30, 2021 |
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|
|
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|
Unaudited Condensed Statement of Cash Flows - Supplemental disclosure of noncash activities: |
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|
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|
Initial value of Class A ordinary shares subject to possible redemption |
|
$ |
253,038,210 |
|
|
$ |
(253,038,210 |
) |
|
$ |
— |
|
Change in fair value of Class A ordinary shares subject to possible redemption |
|
$ |
(3,977,610 |
) |
|
$ |
3,977,610 |
|
|
$ |
— |
|
Accretion of Class A ordinary shares subject to redemption amount |
|
$ |
— |
|
|
$ |
20,124,954 |
|
|
$ |
20,124,954 |
| In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shares pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods:
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|
For the Period from January 8, 2021 (Inception)
through March 31, 2021 |
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|
Unaudited Condensed Statement of Operations |
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|
|
|
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|
|
|
|
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|
| |
|
$ |
998,092 |
|
|
$ |
— |
|
|
$ |
998,092 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
|
|
27,500,000 |
|
|
|
(16,198,630 |
) |
|
|
11,301,370 |
|
Basic and diluted net income per share, Class A ordinary shares |
|
$ |
— |
|
|
$ |
0.06 |
|
|
$ |
0.06 |
|
Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
|
|
6,316,265 |
|
|
|
43,324 |
|
|
|
6,359,589 |
|
Basic and diluted net income per share, Class B ordinary shares |
|
$ |
0.16 |
|
|
$ |
(0.10 |
) |
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2021 |
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|
|
|
|
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|
|
Unaudited Condensed Statement of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
(5,304,203 |
) |
|
$ |
— |
|
|
$ |
(5,304,203 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
|
|
27,500,000 |
|
|
|
— |
|
|
|
27,500,000 |
|
Basic and diluted net income (loss) per share, Class A ordinary shares |
|
$ |
— |
|
|
$ |
(0.15 |
) |
|
$ |
(0.15 |
) |
Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
|
|
6,875,000 |
|
|
|
— |
|
|
|
6,875,000 |
|
Basic and diluted net income (loss) per share, Class B ordinary shares |
|
$ |
(0.77 |
) |
|
$ |
0.62 |
|
|
$ |
(0.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period from January 8, 2021 (Inception)
through June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
Unaudited Condensed Statement of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
(4,306,111 |
) |
|
$ |
— |
|
|
$ |
(4,306,111 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
|
|
27,500,000 |
|
|
|
(7,210,366 |
) |
|
|
20,289,634 |
|
Basic and diluted net income (loss) per share, Class A ordinary shares |
|
$ |
— |
|
|
$ |
(0.16 |
) |
|
$ |
(0.16 |
) |
Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
|
|
6,608,477 |
|
|
|
37,102 |
|
|
|
6,645,579 |
|
Basic and diluted net income (loss) per share, Class B ordinary shares |
|
$ |
(0.65 |
) |
|
$ |
0.49 |
|
|
$ |
(0.16 |
) |
|