Item 4.02. Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
On January 19, 2022, the Company's management (the "Management") and the
Company's audit committee of the Company's board of directors (the "Audit
Committee"), concluded that due to a reclassification of the Company's temporary
and permanent equity, the Company's previously issued (i) audited balance sheet
as of January 12, 2021 (the "Post-IPO Balance Sheet"), as reported in the
Company's Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on January 19, 2021; (ii) unaudited interim financial statements for the
quarterly period ended March 31, 2021, initially reported in the Company's Form
10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June
2, 2021; 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. Upon the Company's initial public
offering (the "IPO"), the Company classified a portion of the Class A ordinary
shares 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.
Historically, the Company considered temporary equity as a liability in its
calculation of net tangible assets. The Company revised this interpretation to
consider temporary equity along with shareholders' equity as net tangible
assets. As a result, Management corrected the error by classifying all Class A
ordinary shares subject to redemption as temporary equity. This resulted in an
adjustment to the initial carrying value of the Class A ordinary shares subject
to possible redemption with the offset recorded to additional paid-in capital
(to the extent available), accumulated deficit and Class A ordinary shares.
Additionally, in connection with the change in presentation for the Class A
ordinary shares subject to possible redemption, the Company revised its earnings
per share calculation to allocate income and losses pro rata between the two
classes of shares.
The restatement does not have an 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
Form 8-K with WithumSmith+Brown, PC.
While the Company adopted the above changes in the unaudited interim financial
statements for the quarterly period ended September 30, 2021 included in the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 2021,
filed with the SEC on November 15, 2021 (the "Q3 Form 10-Q"), the Company
presented the reclassification as a revision that did not require the
restatement of previously issued financial statements. The Company has
subsequently determined that such reclassification should be considered a
restatement rather than a revision. As such, the Company will restate its
financial statements for the Affected Periods in future filings.
Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, including those
relating to the filings of the respective amendments to the Q3 Form 10-Q, other
than statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to the
Company or its management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the "Risk Factors" in the Company's
Registration Statement on Form S-1 relating to its initial public offering,
annual, quarterly reports and subsequent reports filed with the SEC, as amended
from time to time. Copies of such filings are available on the SEC's website,
www.sec.gov. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
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