Annual report pursuant to Section 13 and 15(d)

Restatement of Previously Issued Financial Statements

v3.21.2
Restatement of Previously Issued Financial Statements
4 Months Ended
Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]  
Restatement of Previously Issued Financial Statements
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Since issuance in November 2020, in connection with our Initial Public Offering (our “IPO”), the Company has considered the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001.
Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Upon further analysis, Management has determined that the Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management noted a reclassification adjustment between temporary equity and permanent equity should be made. Also, in connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also revised its earnings per share calculation to allocate income and losses shared 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 share pro rata in the income and losses of the Company.
As a result of the factors described above, the Company, in consultation with its Audit Committee, concluded that the Company’s previous audited balance sheet related to its IPO dated November 23, 2020, and its audited financial statements as of December 31, 2020 and for the period from September 7, 2020 (inception) through December 31, 2020 (the “Affected Periods”) should be restated and no longer be relied upon.
Impact of the Restatement
The impact of the restatement on the audited consolidated balance sheets for the Affected Periods is presented below.
 
    
As Previously 
Reported
    
Adjustments
    
As Restated
 
Balance Sheet as of November 23, 2020
                          
Class A Ordinary Shares Subject to Possible Redemption
   $ 311,162,720      $ 38,837,280      $ 350,000,000  
Class A Ordinary Shares
     388        (388      —    
Additional
Paid-in
Capital
     5,027,744        (5,027,744      —    
Accumulated Deficit
     (29,132      (33,809,148      (33,838,280
Total Shareholders’ Equity (Deficit)
  
$
5,000,006     
$
(38,837,280   
$
(33,837,274
Balance Sheet as of November 27, 2020 (unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
Class A Ordinary Shares Subject to Possible Redemption

 
$
358,591,220 
 
 
$
43,908,780
 
 
$
402,500,000
 
Class A Ordinary Shares

 
 
438
 
 
 
(438

)
 
 
 
Additional Paid-in Capital

 
 
5,027,694
 
 
 
(5,027,694
)
 
 
 
Accumulated Deficit

 
 
(29,132
)

 
 
 (38,880,648
)
 
 
(38,909,780
)
 
Total Shareholders' Equity (Deficit)

 
$
5,000,006
 
 
$
 (43,908,780
)
 
 
$
(38,908,774
)
 
Balance Sheet as of December 31, 2020
                          
Class A Ordinary Shares Subject to Possible Redemption
  
$
354,627,720     
$
47,872,280     
$
402,500,000  
Class A Ordinary Shares
     479        (479      —    
Additional
Paid-in
Capital
     9,867,922        (9,867,922      —    
Accumulated Deficit
     (4,869,404      (38,003,879      (42,873,283
Total Shareholders’ Equity (Deficit)
  
$
5,000,003     
$
(47,872,280   
$
(42,872,277
Statement of Operations for the period from September 7, 2020 (inception) through December 31, 2020
                          
Weighted Average Shares Outstanding
o
f Class A Ordinary Shares
     39,697,368        —          39,697,368  
Basic and Diluted Net Income
p
er Class A Ordinary Share
   $ —        $ (0.10 )    $ (0.10 )
Weighted Average Shares Outstanding
o
f Class B Ordinary Shares
     9,148,438        —          9,148,438  
Basic and Diluted Net Income
p
er Class B Ordinary Share
   $ 0.53      $ (0.63    $ (0.10 )
Statement of Cash Flows for the period from
September 7, 2020 (inception) through December
 
31,
2020

                          
Value of Class A Ordinary Shares Subject to Possible Redemption
   $ 354,627,720      $ 47,872,280      $ 402,500,000  
Going Concern
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by November 23, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 23, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.