Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit
Report.
On November 17, 2021, the Company's management and the audit committee of the
Company's board of directors (the "Audit Committee"), after discussion with
Marcum LLP ("Marcum"), the Company's independent registered public accounting
firm, concluded that the Company's previously issued (i) audited balance sheet
as of March 12, 2021, as previously restated in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC
on June 2, 2021 (the "Q1 Form 10-Q"), (ii) unaudited interim financial
statements included in the Q1 Form 10-Q and (iii) 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
(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 Marcum included in the Current Report on Form 8-K filed with the
SEC on March 18, 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 for the quarterly period
ended September 30, 2021, filed with the SEC on November 19, 2021 (the "Q3 Form
10-Q"), as described therein.
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 is described in more detail in the Q3 Form 10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with Marcum.
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 significantly. 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.
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