Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 15, 2021, Ventoux CCM Acquisition Corp. (the "Company") filed its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the "Q3
Form 10-Q"), which included Note 2. Revision of Previously Issued Financial
Statements ("Note 2"), a discussion of the revision of the Company's previously
issued financial statements for the classification of its shares of common stock
subject to redemption issued as part of the units sold in the Company's initial
public offering (the "IPO"). As described in Note 2, upon its IPO, the Company
had previously determined the common stock subject to possible redemption to be
equal to the redemption value of $10.00 per share of common stock while also
taking into consideration that a redemption cannot result in net tangible assets
being less than $5,000,001 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. Previously, the Company did not consider redeemable stock
classified as temporary equity as part of net tangible assets. The Company's
management re-evaluated the conclusion and determined that the shares of common
stock subject to redemption included certain provisions that require
classification of such shares as temporary equity. As a result, management noted
a reclassification adjustment related to temporary equity and permanent equity.
This resulted in an adjustment to the initial carrying value of the shares of
common stock subject to possible redemption with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit and
common stock.
As described in Note 2, originally the Company determined the changes were not
qualitatively material to the Company's previously issued financial statements
and revised its previously financial statements in Note 2 in its Q3 Form 10-Q.
However, upon further consideration of the nature of the changes, the Company
determined that the change in classification of the shares of common stock
subject to redemption and change to its presentation of earnings per share to be
material quantitatively and that the Company should restate its previously
issued financial statements.
On December 2, 2021, the Audit Committee of the Company's Board of Directors
(the "Audit Committee") concluded, after discussion with the Company's
management, that (i) certain items on the Company's audited balance sheet dated
as of December 30, 2020 and its pro forma balance sheet as of January 5, 2021,
which were related to the IPO, (ii) the Company's audited financial statements
as of and for the period ended December 31, 2020 included in the Company's
Annual Report on Form 10-K/A for the year ended December 31, 2020 (the "Annual
Report"), (iii) the Company's unaudited statements as of and for the period
ended March 31, 2021 included in the Company's Quarterly Reports on Form 10-Q
for such quarter, (iv) the Company's unaudited statements as of and for the
period ended June 30, 2021 included in the Company's Quarterly Reports on Form
10-Q for such quarter, and (v) the Company's unaudited statements as of and for
the period ended September 30, 2021 included in the Company's Quarterly Reports
on Form 10-Q for such quarter (collectively, the "Affected Periods"), should no
longer be relied upon. The Company plans to restate its financial statements for
all Affected Periods, and will file an amended Annual Report and an amended Q3
Form 10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
WithumSmith+Brown, PC, the Company's independent registered public accounting
firm.
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