Restatement - Warrant Treatment
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the
"SEC") issued a statement (the "Statement") discussing the accounting
implications of certain terms that are common in warrants issued by special
purpose acquisition companies ("SPACs"). Specifically, the Statement focused on
certain settlement terms and provisions that are similar to those contained in
the Warrant Agreement, dated October 20, 2020, between the Company and
Continental Stock Transfer & Trust Company, a New York Corporation, as warrant
agent, entered into in connection with the Company's initial public offering
(the "IPO"). In light of the Statement, the Company's management reevaluated the
accounting treatment of (i) the 6,666,667 redeemable warrants (the "Public
Warrants") that were included in the units issued by the Company in its IPO and
(ii) the 3,333,333 redeemable warrants (the "Sponsor Warrants") that were issued
to the Company's sponsor and the 666,667 redeemable warrants (collectively with
the Public Warrants and the Sponsor Warrants, the "Warrants") that were issued
to Cantor Fitzgerald & Co., in each case in a private placement that closed
concurrently with the closing of the IPO, and determined to classify the
Warrants as derivative liabilities measured at fair value, with changes in fair
value each period reported in earnings. While the Company has not generated any
operating revenues to date and will not generate any operating revenues until
after completion of its initial business combination, at the earliest, the
change in fair value of the Warrants is
a non-cash charge
and will be reflected in the Company's statement of operations.
On May 19, 2021, the Company's management, after consultation with the audit
committee of the board of directors of the Company (the "Audit Committee"),
concluded that, in light of the Statement, it is appropriate to restate the
Company's previously issued (1) audited balance sheet, dated October 23, 2020,
included in the
Form 8-K that
was filed on October 29, 2020, and (2) the Company's audited financial
statements as of December 31, 2020, and for the period from August 12, 2020
(inception) through December 31, 2020, included in the Annual Report on
Form 10-K that
was filed on March 31, 2021 (the "Relevant Periods"). In light of such
restatement, such audited financial statements should no longer be relied upon.
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
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic
815-40,
Derivatives and Hedging, Contracts in Entity's Own Equity
("ASC
815-40).
The views expressed in the 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. We reassessed our accounting for the warrants issued
on October 23, 2020, in light of the SEC Staff's published views. Based on this
reassessment, we determined that the warrants should be classified as
liabilities measured at fair value upon issuance, with subsequent changes in
fair value reported in our Statement of Operations each reporting period.
The change in accounting for the warrants did not have any impact on our
liquidity, cash flows, revenues or costs of operating our business and the other
non-cash
adjustments to the Financial Statements, in all of the Relevant Periods or in
any of the periods included in Item 8, Financial Statements and Supplementary
Data in this filing. The change in accounting for the warrants does not impact
the amounts previously reported for the Company's cash and cash equivalents,
investments held in the trust account, operating expenses or total cash flows
from operations for any of these periods.

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Restatement - Shares Subject to Possible Redemption Treatment
The Company has re-evaluated its application of ASC 480-10-S99-3A to its
accounting classification of the redeemable Class A ordinary shares, par value
$0.0001 per share (the "Public Shares"), issued as part of the units sold in the
Company's initial public offering (the "IPO") on October 23, 2020. Since
issuance in October 2020, the Company has considered the Public 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 that 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. After discussion and evaluation, including with the
Company's audit committee, management has determined that the Class A ordinary
shares issued during the Initial Public Offering 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 an adjustment
between temporary equity and permanent equity should be made.
As a result of the factors described above, the Company's management and the
audit committee of the Company's board of directors (the "Audit Committee")
concluded that the Company's previous audited financial statements for the
period ended December 31, 2020 on Form 10-K filed March 31, 2021 as well as its
quarterly unaudited financial statements for the quarterly periods ended
March 31, 2021 and June 30, 2021 included in its Quarterly Reports on Form
10-Q filed on August 12, 2021 and August 23, 2021, respectively, as well as the
Company's balance sheet included on the Company's Form 8-K dated October 23,
2020 should no longer be relied upon because the reclassification should have
instead been characterized as a restatement under relevant accounting guidance.
As a result, the Company has restated its financial statements for the affected
periods in this Amendment No. 2 to its Annual Report of Form 10-K and on
Amendment No. 1 to its Quarterly Report on Form 10-Q.
The change in accounting for the Class A ordinary shares did not have any impact
on our liquidity, net cash flows, revenues or costs of operating our business in
the affected periods.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities, those
necessary to prepare for our initial public offering and identifying a target
company for our initial business combination. We do not expect to generate any
operating revenues until after completion of our initial business combination.
We generate
non-operating
income in the form of interest income on cash and cash equivalents held in the
trust account. We incur expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as
expenses as we conduct due diligence on prospective business combination
candidates.
For the period from August 12, 2020 (Inception) through December 31, 2020, we
had a net loss of $17,826,208. We incurred $87,399 of formation and operating
costs (not charged against shareholders' equity), consisting mostly of general
and administrative expenses. The Company also recorded a change in fair value of
warrant liabilities of $17,268,428 and offering costs allocated to issuance of
warrants of $472,585. We had interest income of $2,204 of interest on the trust
account.
Liquidity and Capital Resources
As of December 31, 2020, we had cash outside the trust account of $1,097,856
available for working capital needs. All remaining cash held in the trust
account are generally unavailable for the Company's use, prior to an initial
business combination, and is restricted for use either in a business combination
or to redeem ordinary shares. As of December 31, 2020, none of the amount in the
trust account was available to be withdrawn as described above.

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Through December 31, 2020, the Company's liquidity needs were satisfied through
receipt of $25,000 from the sale of the founder shares, advances from the
sponsor in an aggregate amount of $61,810 and the remaining net proceeds from
the initial public offering and the sale of private placement units.
The Company anticipates that the $1,097,856 outside of the trust account as of
December 31, 2020, will be sufficient to allow the Company to operate for at
least the next 12 months, assuming that a business combination is not
consummated during that time. Until consummation of our business combination,
the Company will be using the funds not held in the trust account, and any
additional Working Capital Loans (as defined in Note 5 to our financial
statements) from the initial shareholders, the Company's officers and directors,
or their respective affiliates (which is described in Note 5 to our financial
statements), for identifying and evaluating prospective acquisition candidates,
performing business due diligence on prospective target businesses, traveling to
and from the offices, plants or similar locations of prospective target
businesses, reviewing corporate documents and material agreements of prospective
target businesses, selecting the target business to acquire and structuring,
negotiating and consummating the business combination.
The Company does not believe it will need to raise additional funds in order to
meet the expenditures required for operating its business. However, if the
Company's estimates of the costs of undertaking
in-depth
due diligence and negotiating business combination is less than the actual
amount necessary to do so, the Company may have insufficient funds available to
operate its business prior to the business combination. Moreover, the Company
will need to raise additional capital through loans from its sponsor, officers,
directors, or third parties. None of the sponsor, officers or directors are
under any obligation to advance funds to, or to invest in, the Company. If the
Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of its
business plan, and reducing overhead expenses. The Company cannot provide any
assurance that new financing will be available to it on commercially acceptable
terms, if at all.

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