Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
On December 15, 2021, the Company's management (the "Management") and the 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 revision to the (i) 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 12, 2021, and
(ii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1
included in the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively,
the "Affected Periods"), should be restated and should no longer be relied upon.
In addition, the audit report of WithumSmith+Brown, PC ("Withum"), the Company's
independent registered public accounting firm, included in the Current Report on
Form 8-K filed with the SEC on May 21, 2021 should no longer be relied upon.
Since the Company's initial public offering ("IPO"), the Company has considered
the Class A ordinary shares subject to possible redemption to be equal to the
redemption value of $10.00 per Class A ordinary share while also taking into
consideration a redemption cannot result in net tangible assets being less than
$5,000,001. Previously, the Company did not consider redeemable stock classified
as temporary equity as part of net tangible assets. Upon further analysis,
Management has determined that the Class A ordinary shares issued during the IPO
and pursuant to the exercise of the underwriters' overallotment can be redeemed
or become redeemable subject to the occurrence of future events considered
outside the Company's control. Therefore, Management concluded that the
redemption value should include all Class A ordinary shares subject to possible
redemption, resulting in the Class A ordinary shares subject to possible
redemption being equal to their redemption value.
The Company does not expect any of the above changes will have any impact on its
cash position and investments 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 Withum.
As such, the Company has restated its financial statements for the Affected
Periods in the Company's Q3 Form 10-Q, as described therein.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's cash position and investments held in its
trust account. These statements are based on current expectations on the date of
this Form 8-K and involve a number of risks and uncertainties that may cause
actual results to differ significantly. The Company does not assume any
obligation to update or revise any such forward-looking statements, whether as
the result of new developments or otherwise. Readers are cautioned not to put
undue reliance on forward-looking statements.
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