The registration statement for our Initial Public Offering was declared effective
on December 16, 2020. On December 21, 2020, we consummated the Initial Public Offering of 40,000,000 Units at $10.00 per Unit, generating gross proceeds of $400,000,000 million, and incurring offering costs of
approximately $22,766,000, inclusive of $14,000,000 in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole public
warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 7,600,000 private placement
warrants at a price of $1.50 per private placement warrant to the sponsor, generating gross proceeds of $11,400,000. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.
Upon the closing of the Initial Public Offering and private placement, $400,000,000 ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the private placement were placed in the trust account, located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as
trustee, and are only invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a
money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of
a Business Combination and (ii) the distribution of the assets held in the trust account. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the private placement,
although substantially all of the net proceeds are intended to be applied toward consummating an initial Business Combination.
If we are
unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or December 21, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay for our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law.
Restatement of Previously Issued Financial Statements
On April 12, 2021, the staff of the SEC issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for
Warrants issued by Special Purpose Acquisition Companies (SPACs) (the Statement). In the 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 SPACs balance sheet as opposed to equity. The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants issued in connection with its Initial Public Offering as
components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the
warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the
warrants would be entitled to receive cash for their warrants (the tender offer provision).
The Companys management
further evaluated the warrants under Accounting Standards Codification (ASC) Subtopic 815-40, Contracts in Entitys Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked
financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuers common stock (ordinary shares). Under ASC Section 815-40-15, a
warrant is not indexed to the issuers ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on managements
evaluation, the Companys audit committee, in consultation with management, concluded that the Companys Private Placement Warrants are not indexed to the Companys ordinary shares in the manner contemplated by ASC Section 815-40-15
because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on managements evaluation, the Companys audit committee, in consultation with management, concluded
the tender offer provision included in the warrant agreement fails the classified in shareholders equity criteria as contemplated by ASC Section 815-40-25.
As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial
statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Companys operating results
for the current period.
The Companys accounting for the warrants as components of equity instead of as derivative liabilities did
not have any effect on the Companys previously reported operating expenses, cash flows or cash.
Liquidity and Capital Resources (Restated)
As indicated in the accompanying financial statements, at December 31, 2020, we had $1,916,935 our operating bank account, and
working capital of $2,520,111, and approximately $5,705 of unrealized gains on the proceeds deposited in the trust account. We expect to continue to incur significant costs in pursuit of our initial Business Combination plans.
For the period from October 20, 2020 (inception) through December 31, 2019, cash used in operating activities was $853,852, which
was primarily a result of net loss of $1,130,197, transaction costs allocable to warrant liabilities of $787,760, a change in the fair value of warrant liabilities of $209,333, and changes in operating assets and liabilities, which used $715,043 of
cash from operating activities.
Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through
receipt of a $25,000 capital contribution from our sponsor in exchange for the issuance of the founder shares to our sponsor and a commitment from our sponsor to loan up to $300,000 to us to cover our expenses in connection with our Initial Public
Offering. Our sponsor loaned us $120,000 to cover expenses on our behalf under the note agreement. On December 22, 2020, the Company repaid the Note in full.
Critical Accounting Policies
Class A Ordinary
Shares subject to possible redemption
We account for our Class A ordinary shares subject to possible redemption in accordance
with the guidance in FASB ASC Topic 480 Distinguishing Liabilities from Equity. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders equity. Our Class A ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 36,196,448 Class A ordinary shares subject to possible redemption at the redemption amount are presented as temporary
equity, outside of the shareholders equity section of our balance sheet.
54