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 the financial statements as of
September 30, 2021 for Valor Latitude Acquisition Corp. (the "Company"),
management identified errors made in the Company's historical financial
statements where the Company improperly classified a portion of its public
shares as permanent equity to maintain shareholders' equity 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.
Upon re-evaluation, management 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 by the Company to
complete its initial business combination. Therefore, the Company, in
consultation with its Audit Committee, concluded that its previously issued
financial statements impacted should be restated to report all public shares as
temporary equity.
Based on the foregoing, on November 22, 2021, management of the Company and the
Audit Committee of the Board of Directors of the Company determined that the
Company's previous quarterly report on Form 10-Q for the quarter ended June 30,
2021, and the audited balance sheet as of May 6, 2021 (the date the Company
consummated its initial public offering), included in Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on May 12, 2021 (collectively, the
"Affected Periods") should no longer be relied upon. The Company intends to
include a footnote in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021 reflecting the restatement for the Affected Periods and plans
to amend the Current Report on Form 8-K filed on May 12, 2021 to file the
revised audited balance sheet as of May 6, 2021.
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. The Company's remediation plan with respect to
such material weakness is described in more detail in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2021.
In addition, the audit report of Marcum LLP included in Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on May 12, 2021 should no longer be
relied upon.
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