Quarterly report pursuant to Section 13 or 15(d)

Restatement of Previously Issued Financial Statements

v3.21.2
Restatement of Previously Issued Financial Statements
9 Months Ended
Sep. 30, 2021
Accounting Changes and Error Corrections [Abstract]  
Restatement of Previously Issued Financial Statements
Note 2—Restatement of Previously Issued Financial Statement
s
Since issuance in November 2020, in connection with 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. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Management determined that the Class A ordinary shares issued in connection with our IPO 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 has noted a reclassification adjustment related to temporary equity and permanent equity should be made. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional
paid-in
capital (to the extent available), accumulated deficit and C
l
ass A ordinary shares.
On July 19, 2021, in conjunction with the Business Combination Agreement, the Company entered into a deal-contingent forward currency contract (the “Deal-Contingent Forward”) to purchase €305.0 million at set daily rates from October 13, 2021 through April 19, 2022. Management has determined that the Deal-Contingent Forward should have been recognized on the Balance Sheet at fair value with changes in fair value recognized within the Statement of Operations for the quarter ended September 30, 2021
.
The Company concluded that, because of a misapplication of the accounting guidance related to its Class A ordinary shares subject to possible redemption and its derivatives, the Company’s previously filed quarterly unaudited financial statements as of (i) March 31, 2021, as filed on Form
10-K
on June 1, 2021, (ii) June 30, 2021, as filed on Form
10-Q
as of August 13, 2021, and (iii) September 30, 2021 as filed on Form
10-Q
on November 15, 2021 (the “Affected Periods”) should be restated and no longer be relied upon. As such, the Company is restating its unaudited financial statements for the Affected Periods included in this Form
10-Q.
In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares for the Affected Periods. This presentation contemplates a Business Combination as the most likely outcome.
The impact of the restatement on the Company’s financial statements is reflected in the following table
.
 
 
  
As Previously

Reported
 
  
Adjustments
 
  
As Restated
 
Balance Sheet as of March 31, 2021 (unaudited)
  
     
  
     
  
     
Class A Ordinary Shares Subject to Possible Redemption
   $ 367,155,330        35,344,670        402,500,000  
Class A Ordinary Shares
     354        (354   
 
—  
 
Additional
Paid-in
Capital
     —          —          —    
(Accumulated Deficit) Retained Earnings
     4,998,647        (35,344,316      (30,345,669
Balance
S
heet as of June 30, 2021 (unaudited)
                          
Class A Ordinary Shares Subject to Possible Redemption
   $ 362,088,200      $ 40,411,800      $ 402,500,000  
Class A Ordinary Shares
     405        (405      —    
Additional
Paid-in
Capital
     2,336,837        (2,336,837 )      —    
(Accumulated Deficit) Retained Earnings
     2,261,761        (38,074,558      (35,412,797
Balance
S
heet as of September 30, 2021 (unaudited)
                          
Other Derivative Instruments
   $ —        $ (5,048,594    $ (5,048,594
Accumulated Deficit
     (40,951,977      (5,048,594      (46,000,571
Statement of Operations for the Three Months Ended March 31, 2021
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Diluted Net Income Per Class A Ordinary Share
 
$
—  
 
 
$
0.25
 
 
$
0.25
 
Basic and Diluted Net Income Per Class B Ordinary Share
 
$
1.38
 
 
$
(1.13
)
 
$
0.25
 
Statement of Operations for the Three Months Ended June 30, 2021
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Diluted Net Income Per Class A Ordinary Share
 
$
—  
 
 
$
(0.10
)
 
$
(0.10
)
Basic and Diluted Net Income Per Class B Ordinary Share
 
$
(0.50
)
 
$
0.40
 
 
$
(0.10
)
Statement of Operations for the Six Months Ended June 30, 2021
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Diluted Net Income Per Class A Ordinary Share
 
$
—  
 
 
$
0.15
 
 
$
0.15
 
Basic and Diluted Net Income Per Class B Ordinary Share
 
$
0.75
 
 
$
(0.60
)
 
$
0.15
 
Statement of Operations for the Three Months Ended September 30, 2021 (unaudited)
                          
Change in Fair Value of Other Derivative Instruments
   $ —        $ (5,048,594    $ (5,048,594
Total other income (expense)
     (5,023,035      (5,048,594      (10,071,629
Net (loss) income
     (5,539,180      (5,048,594      (10,587,774
Basic and Diluted Net Income Per Class A Ordinary Share
  
$
(0.11
)
 
  
$
(0.10
)
  
$
(0.21
)
Basic and Diluted Net Income Per Class B Ordinary Share
 
$
(0.11
)
 
$
(0.10
)
 
$
(0.21
)
Statement of Operations for the Nine Months Ended September 30, 2021 (unaudited)
                          
Change in Fair Value of Other Derivative Instruments
   $ —        $ (5,048,594    $ (5,048,594
Total other income (expense)
     3,437,960        (5,048,594      (1,610,634
Net (loss) income
     1,991,985        (5,048,594      (3,056,609
Basic and Diluted Net Income Per Cl
a
ss A Ordinary Share
  
$
0.04
 
  
$
(0.10
  
$
(0.06
)
Basic and Diluted Net Income Per Class B Ordinary Share
 
$
0.04
 
 
$
(0.10
)
 
$
(0.06
)
Statement of Cash Flows for the Three Months Ended March 31,
2021 (unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Change in value of Class A ordinary shares subject to possible redemption
 
$
12,527,610
 
 
$
(12,527,610
)
 
 
$
 
Statement of Cash Flows for the Six Months Ended June 30, 2021
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Change in value of Class A ordinary shares subject to possible redemption
 
$
7,460,480
 
 
$
(7,460,480
)
 
 
$
 
Statement of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited)
                          
Net (loss) income
   $ 1,991,985      $ (5,048,594    $ (3,056,609
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.