Quarterly report pursuant to Section 13 or 15(d)

Revision of Previously Issued Financial Statements

v3.21.1
Revision of Previously Issued Financial Statements
3 Months Ended
Mar. 31, 2021
Restatement Of Previously Issued Financial Statements [Abstract]  
Revision of Previously Issued Financial Statements
NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 9,918,182 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its Initial Public Offering and (ii) the 9,078,788 redeemable warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering together with the Public Warrants, the “Warrants”). The Company previously accounted for the Warrants as components of equity.
In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815”), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period of change.
In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units.
The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash.
The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the period, indicated:
 
    
As of March 11, 2021
 
    
As Previously
Reported
   
Adjustment
   
As Corrected
 
Derivative warrant liabilities
   $ —       $ 21,086,630     $ 21,086,630  
Total liabilities
     17,918,408       21,086,630       39,005,038  
Class A common stock, $0.0001 par value; shares subject to possible redemption
     476,540,870       (21,086,630     455,454,240  
Class A common stock, $0.0001 par value
     194       211       405  
Additional paid-in-capital
     5,042,876       634,269       5,677,145  
Accumulated deficit
     (44,314     (634,480     (678,794