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 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. After discussion and evaluation, including with
the Company's independent registered public accounting firm, Marcum LLP
("Marcum"), the Company, in consultation with its Audit Committee, 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 and
therefore, the Company 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 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.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Amendment No. 1 on Form 8-K/A pursuant to this Item 4.02 with
Marcum.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses