References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer toVPC Impact Acquisition Holdings II . References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer toVPC Impact Acquisition Holdings Sponsor II, LLC . The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the completion of the Proposed Business Combination (as defined below), the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its Initial Public Offering filed with theU.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of theSEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We are a blank check company incorporated in theCayman Islands onJanuary 13, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful. Business Combination Agreement OnAugust 2, 2021 , the Company entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among, the Company,AG1 Holdings, Ltd. , an exempted company incorporated in theCayman Islands with limited liability ("Holdco"),AG2 Holdings, Ltd. , an exempted company incorporated in theCayman Islands with limited liability ("Merger Sub"),FinAccel Pte. Ltd. , aSingapore private company limited by shares (the "Target Company "), each shareholder of theTarget Company as set forth on Schedule 1 of the Business Combination Agreement (the "Target Company Shareholders"), andAkshay Garg in his capacity as "Shareholders Representative", pursuant to which, among other things: (i) on the business day prior to the consummation of the acquisition byHoldco of theTarget Company contemplated in the Business Combination Agreement (such consummation, the "Closing"), Merger Sub will merge with and into the Company, with Merger Sub continuing as the "Surviving VIH Company" (the "VIH Merger", with the effective time of such merger, the "VIH Merger Effective Time"), as a result of which, (a) theSurviving VIH Company will become a wholly-owned subsidiary ofHoldco and (b) immediately after the VIH Share Recapitalization (as defined below), each Class A ordinary share of the Company, par value$0.0001 per share (the "VIH Class A Ordinary Shares") issued and outstanding and Class B ordinary shares of the Company, par value$0.0001 per share ("VIH Class B Ordinary Shares", and together with the VIH Class A Ordinary Shares, the "VIH Ordinary Shares") immediately prior to the VIH Merger Effective Time shall no longer be outstanding as of the VIH Merger Effective Time and shall automatically be cancelled and cease to exist in exchange for one Class A ordinary share ofHoldco ("Holdco Class A Ordinary Share") (in the form of one American Depository Share representing a Holdco Class A Ordinary Share, each a "Holdco Class A ADS") and each outstanding warrant to purchase VIH Ordinary Shares will become exercisable for Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) on identical terms, and (ii) at the Closing, among other things, (x)Holdco will acquire all of the issued and outstanding ordinary shares of theTarget Company (the "Target Company Ordinary Shares") and the issued and outstanding preference Shares of theTarget Company (the "Target Company Preference Shares") from the Target Company Shareholders in exchange for the Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) or Class V Ordinary Shares ofHoldco ("Holdco Class V Ordinary Share", and together with the Holdco Class A Ordinary Shares, the "Holdco Ordinary Shares") (in the form of American Depository Share representing a Holdco Class V Ordinary Share, each a "Holdco ClassV ADS ", and together with the Holdco Class A ADSs, the "Holdco ADSs"), as the case may be, (b) each option to acquire Target Company Ordinary Shares granted under the FinAccel Employee Share Options Scheme (the "Target Company Options") and each Assumed Warrant (as defined below) will be converted into the right to receive an option or a warrant to purchase Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs), respectively, and (c) each Target Company Convertible Note (as defined below) that is then outstanding and not converted into Target Company Ordinary Shares, shall be cancelled and extinguished and in exchange therefor, converted into the right to receive Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs), in each case, in accordance with the terms and conditions set forth in the Business Combination Agreement. The transactions contemplated by the Business Combination Agreement (the "Transactions"), including the VIH Merger, will constitute a "Business Combination" as contemplated by the Company's existing amended and restated memorandum and articles of association (the "Current VIH Articles"). The Business Combination Agreement and the Transactions were unanimously approved by the board of directors of VIH (the "Board") onJuly 29, 2021 . VIH Merger At the VIH Merger Effective Time, Merger Sub and the Company shall consummate the VIH Merger, pursuant to which the Company shall be merged with and into Merger Sub, following which the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving company (the "Surviving VIH Company"). At the VIH Merger Effective Time, every issued and outstanding unit of the Company (consisting of one VIH Class A Ordinary Share and one-fourth of a VIH Public Warrant, as defined below, the "VIH Units"), to the extent not detached, shall be automatically detached and the holder thereof shall be deemed to hold one VIH Class A Ordinary Share and one-fourth of a warrant of the Company. At the VIH Merger Effective Time, every issued VIH Class B Ordinary Share will convert into one VIH Class A Ordinary Share on a one-for-one basis (the "VIH Share Recapitalization") and, immediately thereafter every issued VIH Class A Ordinary Share (other than those owned by the Company as treasury shares, which shall be canceled and extinguished without any conversion thereof or payment therefor) shall automatically be cancelled and cease to exist in exchange for one Holdco Class A Ordinary Share (in the form of one Holdco Class A ADS). At the VIH Merger Effective Time, in accordance with the terms of the Warrant Agreement datedMarch 4, 2021 by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent (the "Warrant Agreement"), each issued and outstanding whole warrant of the Company (consisting of either one public warrant entitling the holder to purchase one VIH Class A Ordinary Share per warrant at a price of$11.50 per VIH Class A Ordinary Share (a "VIH Public Warrant"), or a private placement warrant entitling the holder to purchase one VIH Class A Ordinary Share per warrant at a price of$11.50 per VIH Class A Ordinary Share (a "VIH Private Warrant"), collectively the "VIH Warrants") will become exercisable for the right to receive one Holdco Class A Ordinary Share (in the form of Holdco Class A ADS(s)) at the same exercise price per share and on the same terms in effect immediately prior to the VIH Merger Effective Time, and the rights and obligations of the Company under the Warrant Agreement will be assigned and assumed byHoldco . At the VIH Merger Effective Time, by virtue of the VIH Merger and without any action on the part of any party hereto or the holders of any shares of the Company,Holdco or Merger Sub, all of the ordinary shares of Merger Sub in issue immediately prior to the VIH Merger Effective Time, each ofUS$0.00001 par value in the share capital of Merger Sub, shall be converted into an equal number of ordinary shares of theSurviving VIH Company , each ofUS$0.00001 par value in the share capital of theSurviving VIH Company , with the same rights, powers and privileges as the shares so converted and shall constitute the only issued share capital of theSurviving VIH Company . Target Company Shareholder Consideration Pursuant to the Business Combination Agreement, the Target Company Shareholders, will receive aggregate merger consideration with an implied value of$2,000,000,000 (the "Equity Value"), consisting of a number of shares ofHoldco Class A Ordinary Shares or Holdco Class V Ordinary Shares (in the form ofHoldco Class A ADSs or Holdco ClassV ADSs , respectively), equal to the Equity Value divided by$10.00 (the "Aggregate Share Consideration"). Pursuant to the Business Combination Agreement, at the VIH Merger Effective Time, (a) Target Company Ordinary Shares held by the Target Company Shareholders will be cancelled and automatically converted into the right to receive, in the case of the Shareholders other thanAkshay Garg andUmang Rustagi , a number of newly issued Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) or, in the case ofAkshay Garg andUmang Rustagi (the "Founders"),Holdco Class V Ordinary Shares (in the form of Holdco ClassV ADSs ), each with a par value of$0.00001 , equal to an exchange ratio (the "Exchange Ratio") determined by dividing the Aggregate Share Consideration by the sum of (without duplication): (a) the total number of outstanding Target Company Ordinary Shares, (b) the total number of Target Company Ordinary Shares convertible from all of the outstanding Target Company Preference Shares, (c) the total number of Target Company Ordinary Shares subject to issuance pursuant to aTarget Company Option, or portion thereof, to the extent such Target Company Option (or applicable portion thereof) is vested and outstanding as of immediately prior to the Closing or would vest upon or immediately following the Closing (the "Vested Target Company Options"), (d) the maximum number of Target Company Ordinary Shares subject to issuance pursuant to the (i) the Warrant by and between theTarget Company and Partners forGrowth V, L.P. , datedAugust 12, 2019 and (ii) the Warrant by and between theTarget Company and Partners forGrowth V, L.P. , datedMay 12, 2021 (collectively, the "PFG Warrants"), (e) the maximum number of Target Company Ordinary Shares subject to issuance pursuant to the Warrant to Purchase Ordinary Shares ofFinAccel Pte. Ltd. by and between theTarget Company andVictory Park Capital Advisors, LLC , datedJuly 10, 2020 (the "VPC Warrant"), and (f) the maximum number of Target Company Ordinary Shares or Target Company Ordinary Shares issuable upon conversion ofTarget Company Preference Shares, in each case subject to issuance pursuant to outstanding Target Company Convertible Notes, in each case of the foregoing items (a) through (f), as of immediately prior to the Closing. As of the Closing, each Target Company Option that is then outstanding shall be converted into the right to receive an option relating to Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) on the same terms and conditions as are in effect with respect to such Target Company Option immediately prior to the Closing (including with respect to vesting, release, and forfeiture or termination provisions) (each, a "Holdco Option") except that (i) such Holdco Option shall relate to such number of Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs, rounded down to the nearest whole Holdco Class A Ordinary Share) as is equal to
the product of
(A) the number of Target Company Ordinary Shares subject to such Target Company Option multiplied by (B) the Exchange Ratio, and (ii) the exercise price per share for each such Holdco Option shall be equal to the quotient of
(A) the exercise price per share of such Target Company Option in effect immediately prior to the Closing divided by (B) the Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent). Each of the PFG Warrants and VPC Warrant (collectively, the "Target Company Warrants"), to the extent that it remains outstanding and unexercised immediately prior to the VIH Merger Effective Time (each, an "Assumed Warrant"), shall be converted into a warrant to purchase Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) on the same terms and conditions as are in effect immediately prior to the VIH Merger Effective Time (the "Successor Warrant"), except that (a) each Assumed Warrant shall entitle the holder thereof to purchase such number of Holdco Class A Ordinary Shares (in the form ofHoldco Class A ADSs) as is equal to the product of (i) the number ofTarget Company Ordinary Shares subject to such Assumed Warrant immediately prior to the VIH Merger Effective Time multiplied by (ii) the Exchange Ratio and (b) each Assumed Warrant shall have an exercise price per share (which shall be rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Assumed Warrant immediately prior to the VIH Merger Effective Time divided by (ii) the Exchange Ratio. As of the Closing, each note issued by theTarget Company that is convertible into Target Company Ordinary Shares or Target Company Preference Shares (the "Target Company Convertible Notes") that is then outstanding and not converted into Target Company Ordinary Shares, shall be cancelled and extinguished and in exchange therefor, converted into the right to receive with respect to such Target Company Convertible Note, Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs, rounded down to the nearest whole Holdco Class A Ordinary Shares) equal to the product of (i) the number of Target Company Ordinary Shares that such Target Company Convertible Notes were convertible into immediately prior to the Closing based on the principal amount and any accrued and unpaid interest outstanding on such Target Company Convertible Note multiplied by (ii) the Exchange Ratio. High Vote Shares Pursuant to the Business Combination Agreement, immediately prior to the Closing, the Current Holdco Articles will be further amended and restated (the "A&R Holdco Articles") to, among other things, (a) establish a dual-classHoldco Ordinary Shares structure consisting of Holdco Class A Ordinary Shares and Holdco Class V Ordinary Shares, and (b) provide that each Holdco Class A Ordinary Share will be entitled to one (1) vote per share and eachHoldco Class V Ordinary Share will be entitled to ten (10) votes per share (the "High Vote"). In connection with the Transactions, the VIH Ordinary Shares received as consideration by the Founders will be Holdco Class V Ordinary Shares, and will entitle the Founders to the High Vote until such time as such Holdco Class V Ordinary Shares are exchanged pursuant to the terms of the A&R Holdco Articles for an equal number of Holdco Class A Ordinary Shares (i) at the option of the holder, (ii) upon a transfer to an unaffiliated third party, (iii) upon the conversion of any Class V Ordinary Share byHoldco in any manner available under applicable law, including redeeming or repurchasing the relevant ClassV Shares and applying the proceeds thereof towards payment for the new Holdco Class A Ordinary Shares, (iv) upon a Founder's death or incapacity or (v) the date that the number of shares ofHoldco , including any shares ofHoldco underlying any securities (including restricted stock units, options, or other convertible instruments) convertible into or exchangeable or exercisable into shares ofHoldco , held by a Founder and certain permitted transferees is less than 50% of the number of shares of Class V Ordinary Shares held by such Founder and such permitted transferees at the Closing (whichever is earlier with respect to such Holdco Class V Ordinary Shares). The Holdco Class V Ordinary Shares will provide the Founders with approximately 70.5% of the voting power of the Holdco Ordinary Shares outstanding immediately following the Closing, assuming no redemptions by the Company's shareholders. The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of theTarget Company , its subsidiaries, Holdco Merger Sub, and the Company prior to the Closing. The Closing is subject to certain customary conditions. Results of Operations We have neither engaged in any operations (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our only activities throughJune 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities 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 for due diligence expenses in connection with completing a Business Combination. For the three months endedJune 30, 2021 , we had net income of$629,517 , which consists of the change in fair value of warrant liability of$2,488,552 , transaction costs incurred in connection with warrant liability of$0 , and formation and operating costs of$1,868,317 , offset by interest income on marketable securities held in the Trust Account of$9,282 . For the period fromJanuary 13, 2021 (inception) throughJune 30, 2021 , we had a net loss of$980,580 which consists of the change in fair value of warrant liability of$1,616,368 , transaction costs incurred in connection with warrant liability of$609,973 , and formation and operating costs of$1,999,977 , offset by interest income on marketable securities held in the Trust Account of$13,002 . Liquidity and Capital Resources OnMarch 9, 2021 the Company consummated the Initial Public Offering of 25,578,466 units (the "Units") which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,078,466 Units, at$10.00 per Unit, generating gross proceeds of$255,784,660 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,127,129 warrants (the "Private Placement Warrants") at a price of$1.50 per Private Placement Warrant in a private placement toVPC Impact Acquisition Holdings Sponsor II, LLC (the "Sponsor"), generating gross proceeds of$7,690,693 . Transaction costs amounted to$14,564,011 , consisting of$5,115,693 of underwriting fees,$8,952,463 of deferred underwriting fees and$495,855 of other offering costs. For the period fromJanuary 13, 2021 (inception) throughJune 30, 2021 , cash used in operating activities was$1,383,259 . Net loss of$980,580 was affected by interest earned on marketable securities held in the Trust Account of$13,002 , changes in fair value of warrant liability of$1,616,368 , transaction costs incurred in connection with warrant liability of$609,973 , and formation cost paid by Sponsor in exchange for issuance of founder shares of$5,000 . Changes in operating assets and liabilities used$611,718 of cash for operating activities. As ofJune 30, 2021 , we had marketable securities held in the Trust Account of$255,797,662 consisting ofU.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. 15 -------------------------------------------------------------------------------- Table of Contents We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to$1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of$1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as ofJune 30, 2021 . We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations The Company entered into an agreement, commencing onMarch 4, 2021 , to pay the Sponsor up to$10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended and for the period fromJanuary 13, 2021 (Inception) throughJune 30, 2021 , the Company incurred and accrued$30,000 and$40,000 in fees for these services, respectively. The underwriters are entitled to a deferred fee of$0.35 per Unit, or$8,952,463 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Subscription Agreement Concurrently with entering into the Business Combination Agreement,Holdco has entered into subscription agreements with certain investors (the "PIPE Investors ") (the "Subscription Agreements"), pursuant to which such investors would subscribe for Holdco Class A Ordinary Shares (in the form of Holdco Class A ADSs) in a private placement for$10.00 per share substantially concurrently at the Closing for an aggregate purchase price of$120 million . The proceeds from the private placement will be used for general working capital purposes following the Closing. Each Subscription Agreement will terminate upon the earlier to occur of (a) the termination of the Business Combination Agreement in accordance with its terms, (b) the mutual written agreement of the parties to such Subscription Agreement (c) if the specified conditions to closing of such Subscription Agreement are not satisfied or waived prior to Closing, and (d)August 2, 2022 , if the Closing has not occurred by such date. Critical Accounting Policies The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted inthe United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies: Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance inFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. 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 Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to 16 -------------------------------------------------------------------------------- Table of Contents redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of our condensed balance sheets. Net Income (loss) Per Ordinary Share We apply the two-class method in calculating earnings per share. Net income (loss) per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net loss less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the periods presented. Recent Accounting Standards InAugust 2020 , theFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effectiveJanuary 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning onJanuary 1, 2021 . We are currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
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