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 its financial statements as of September
30, 2021, the management of CHP Merger Corp. (the "Company")
has re-evaluated the Company's application of ASC 480-10-S99-3A to its
accounting classification of the redeemable shares of Class A common stock, 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 November 26, 2021.
Historically, a portion of the Public Shares was 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. 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.
On December 20, 2021, the Company's management and the Audit Committee of the
Company's board of directors (the "Audit Committee") concluded that it is
appropriate to restate (i) the Company's previously issued audited balance sheet
as of November 26, 2021 as previously restated in the Company's Amendment No. 1
to the Annual Report on Form 10-K/A filed with the SEC on July 22, 2021 (the
"FY2020 Form 10K/A"), (ii) the Company's audited financial statements as of and
for the period ended December 31, 2019 as previously restated in the FY2020 Form
10K/A, (iii) the Company's audited financial statements as of and for the year
ended December 31, 2020 as previously restated in the FY2020 Form 10K/A, (iv)
the Company's unaudited quarterly financial statements as of and for the three
months ended March 31, 2020, as of and for the six months ended June 30, 2020,
and as of and for the nine months ended September 30, 2020, each as previously
restated in the FY2020 Form 10K/A and (iv) the Company's unaudited quarterly
financial statements as of and for the three months ended March 31, 2021, as of
and for the six months ended June 30, 2021, and as of and for the nine months
ended September 30, 2021 (the "Non-Reliance Affected Financial Statements"), in
each case to report all Public Shares as temporary equity.
Considering such restatement, the Non-Reliance Affected Financial Statements
should no longer be relied upon. As such, the Company will restate its financial
statements for the periods affected by the Non-Reliance Affected Financial
Statements in and for the periods affected by the Non-Reliance Affected
Financial Statements in an Amendment No. 2 to the Annual Report on Form 10-K/A
for the year ended December 31, 2020 (the "FY2020 Form 10-K/A2") and an amended
Quarterly Report on Form 10-Q/A for the quarterly period ended September 30,
2021 (the "Q3 Form 10-Q/A"), 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 as of September 30, 2021, for the periods covered
by the Non-Reliance Affected Financial Statements. The Company's remediation
plan with respect to such material weakness will be described in more detail in
the FY2020 Form 10-K/A2 and Q3 Form 10-Q/A.
The above changes will not have any impact on the Company's cash position and
cash held in the trust account established in connection with the IPO.
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
WithumSmith+Brown, PC, the Company's independent registered accounting firm
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CHP MERGER CORP. 
