Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In light of recent comment letters issued by the U.S. Securities and Exchange
Commission (the "SEC"), the management of Advanced Merger Partners, Inc. (the
"Company") has re-evaluated the Company's application of ASC 480-10-S99-3A to
its accounting classification of its redeemable shares of Class A common stock,
par value $0.0001 per share (the "Public Shares"), issued as part of the units
sold in the Company's initial public offering (the "IPO") in March 2021. The
Company has determined that, at the closing of its IPO, and in all of its
subsequent periodic reports filed with the SEC, it had improperly classified a
portion of its Class A common stock subject to possible redemption. The Company
previously determined the Class A common stock subject to possible redemption to
be equal to the redemption value of $10.00 per share of Class A common stock,
while also taking into consideration a redemption cannot result in net tangible
assets being less than $5,000,001. Management determined that the Public
Shares can be redeemed or become redeemable subject to the occurrence of future
events considered outside of the Company's control. Therefore, management
concluded that the redemption value should include all Class A common stock
subject to possible redemption, resulting in the Class A common stock subject to
possible redemption being equal to its redemption value. As a result, management
has noted a reclassification adjustment related to temporary equity and
permanent equity as of the IPO date and all subsequent reporting periods. This
resulted in a restatement to the initial carrying value of the Class A common
stock subject to possible redemption with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit and
Class A common stock.
As a result of the foregoing, on December 3, 2021, the audit committee of the
Company's board of directors concluded, after discussion with the Company's
management, that the Company's previously issued (i) audited balance sheet as of
March 4, 2021, as previously restated in the Company's quarterly report on Form
10-Q for the three months ended March 31, 2021 (the "Q1 Form 10-Q"), filed with
the SEC on May 17, 2021, (ii) unaudited interim financial statements and other
financial data included in the Q1 Form 10-Q, (iii) unaudited interim financial
statements and other financial data included in the Company's quarterly report
on Form 10-Q for the quarterly period ended June 30, 2021 (the "Q2 Form 10-Q"),
filed with the SEC on August 13, 2021 and (iv) unaudited interim financial
statements and other financial data included in the quarterly report on Form
10-Q for the quarterly period ended September 30, 2021 (the "Q3 Form 10-Q"),
filed with the SEC on November 12, 2021 (collectively, the "Affected Periods"),
should be restated to report all Public Shares as temporary equity and should no
longer be relied upon. As such, the Company intends to restate its financial
statements for the Affected Periods in Amendment No. 1 to the Company's Q3 Form
10-Q, to be filed with the SEC (the "Q3 Form 10-Q/A").
The Company's management has concluded that in light of the error described
above, a material weakness exists in the Company's internal control over
financial reporting related to the Company's accounting for complex financial
instruments and that, because of this material weakness, the Company's
disclosure controls and procedures were not effective as of September 30, 2021.
The Company's remediation plan with respect to such material weakness will be
described in more detail in the Q3 Form 10-Q/A.
The Company does not expect any of the above changes will have any impact on its
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 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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