Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
The management of the Company has re-evaluated the Company's application of
ASC 480-10-S99-3A to its accounting classification of the redeemable Class A
ordinary shares, par value $0.0001 per share (the "Public Shares"), issued as
part of the units sold in the Company's initial public offering (the "IPO") on
August 6, 2021. Historically, a portion of the Public Shares were classified as
permanent equity to maintain net tangible assets greater than $5,000,000 on the
basis that the Company will consummate its initial business combination only if
the Company has net tangible assets of at least $5,000,001. Pursuant to
such re-evaluation, the Company's management has determined that the Public
Shares include certain provisions that require classification of the Public
Shares as temporary equity regardless of the minimum net tangible assets
required to complete the Company's initial business combination.
Therefore, on November 17, 2021, 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 balance sheet as of August 6, 2021, filed
as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC
on August 13, 2021, (collectively, the "Affected Period"), should be restated to
report all Public Shares as temporary equity at full redemption value and should
no longer be relied upon. As such, the Company will restate its financial
statement for the Affected Period in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2021, (the "Q3 Form 10-Q") that
will be filed with the SEC.
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 Company's management has concluded that in light of the restatement
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 steps the Company has taken to remediate such
material weakness will be 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 pursuant to this Item 4.02 with
Marcum.
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