Item 4.02. Other Events.
On January 26, 2022, the Company's management and the audit committee of the
Company's board of directors (the "Audit Committee") concluded that the
Company's previously issued (i) unaudited interim financial statements included
in the Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on June 15, 2021,(ii) unaudited interim
financial statements included in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021
and (iii) certain of the unaudited interim financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, filed with the SEC on November 12, 2021 (collectively, the
"Affected Periods"), should no longer be relied upon due to a reclassification
of the Company's temporary and permanent equity and resulting restatement of the
initial carrying value of the Company's Class A ordinary shares subject to
possible redemption (and related changes). In addition, the audit report of
Withum included in the Current Report on Form 8-K filed with the SEC on March 1,
2021 should no longer be relied upon. The reclassification has resulted from a
determination by the Company's management that the Class A ordinary shares
issued in connection with its initial public offering can be redeemed or become
redeemable subject to the occurrence of future events considered to be outside
of the Company's control. Therefore, the Class A ordinary shares subject to
possible redemption should be valued at $10.00 per share and should not take
into account the fact that a redemption of Class A ordinary shares cannot result
in net tangible assets being less than $5,000,001.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO (the "Trust Account").
As such, the Company has restated its financial statements for the Affected
Periods in the Company's Quarterly Report on Form 10-Q/A for the quarterly
period ended September 30, 2021 to be filed with the SEC (the "Q3 Form 10-Q/A").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation with respect to such
material weakness will be described in more detail in the Q3 Form 10-Q/A.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with Withum.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's cash position and cash held in its Trust
Account. These statements are based on current expectations on the date of this
Form 8-K and involve a number of risks and uncertainties that may cause actual
results to differ materially, including those identified in the "Risk Factors"
sections of the Company's Prospectus, dated February 18, 2021 and the Company's
Q3 Form 10-Q/A, as well as those additional risks identified in the Company's
other filings with the Securities and Exchange Commission. The Company does not
assume any obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
2© Edgar Online, source Glimpses
