Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In connection with the preparation of the financial statements for Better World
Acquisition Corp. (the "Company") as of and for the period ended September 30,
2021, the Company's management, in consultation with its advisors, identified a
classification error made in certain of the Company's previously
issued financial statements, arising from the manner in which, as of the closing
of the Company's initial public offering ("IPO"), the Company valued its common
stock subject to possible redemption. The Company previously determined the
value of such common stock to be equal to the redemption value of such shares of
common stock, after taking into consideration the terms of the Company's Amended
and Restated Certificate of Incorporation, under which a business combination
may only be consummated if it has net tangible assets of at least
$5,000,001. The Company's management determined, after consultation with its
advisors, that all of the shares of common stock underlying the units issued in
the IPO can be redeemed or become redeemable subject to the occurrence of future
events considered to be outside the Company's control. Therefore,
management concluded that the redemption value of the shares of common stock
subject to possible redemption should reflect the possible redemption of all
shares of common stock underlying the IPO units.
On November 22, 2021, the audit committee of the board of directors of the
Company (the "Audit Committee") determined, after discussion with its advisors,
that the Company's (i) audited balance sheet as of November 17, 2020 filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on
November 23, 2020, (ii) the Company's audited financial statements as of and for
the year ended December 31, 2020, as previously reported in the Company's Annual
Report and filed on Form 10-K with the SEC on June 11, 2021 (the "Form 10-K"),
(iii) the unaudited financial statements as of and for the quarter ended March
31, 2021 contained in the Company's Quarterly Report on Form 10-Q filed with the
SEC on June 24, 2021 and (iv) the unaudited financial statements as of and for
the quarter ended June 30, 2021 contained in the Company's Quarterly Report on
Form 10-Q filed on August 16, 2021 should no longer be relied upon due to the
classification error described above.
As a result, the Company noted a classification error related to temporary
equity and permanent equity in its Quarterly Report on Form 10-Q as of and for
the period ended September 30, 2021, which it filed on November 22, 2021 ("Q3
Form 10-Q"). In the Q3 Form 10-Q, the Company reclassified the requisite amount
of its shares of common stock from permanent to temporary equity, with the
offset recorded to additional paid-in capital (to the extent available),
accumulated deficit and shares of common stock, and restated the Company's
previously issued financial statements. In addition, the Company plans to amend
its Form 10-K to restate its audited financial statements as of and for the year
ended December 31, 2020, which the Company intends to file as soon as
practicable.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in its trust account.
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 management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
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