Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On August 11, 2022, the Audit Committee of the Board of Directors of the Company
concluded, after discussion with the Company's management, that the Company's
audited balance sheet as of November 8, 2021 filed as Exhibit 99.1 to the Form
8-K filed on November 12, 2021 (the "Original 8-K") should no longer be relied
upon due to an error in calculating the liability associated with the
unexercised portion of the underwriter's over-allotment option. The Audit
Committee of Board of Directors of the Company discussed with the Company's
independent accountants and are in agreement with the matters as disclosed in
this Form 8-K. 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. The
Company's controls over financial reporting did not provide for the proper
calculation of the liability associated with the unexercised portion of the
underwriter's over-allotment option. As such, our management team has concluded
that our control around the interpretation and accounting for certain complex
features of the over-allotment option that was granted to our underwriters was
not effectively designed or maintained, causing a material weakness in our
internal control over financial reporting of complex financial instruments.
As such, Marcum LLP's audit report on the Company's Balance Sheet as of November
8, 2021 should no longer be relied upon.
Except as described above, this Form 8-K does not amend, update or change any
other disclosures in the Original 8-K. In addition, the information contained in
this Form 8-K does not reflect events occurring after the filing of the
Original 8-K and does not modify or update the disclosures therein, except as
specifically identified above. Among other things, forward-looking statements
made in the Original 8-K have not been revised to reflect events, results or
developments that occurred or facts that became known to the Company after the
date of the Original 8-K, other than as described herein, and such
forward-looking statements should be read in conjunction with the Company's
filings with the Securities and Exchange Commission.
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