Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
In connection with the preparation of the financial statements as of September
30, 2021, the Company reevaluated the classification of the Class A ordinary
shares. The Company previously determined 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 the requirement in the
Company's amended and restated memorandum and articles of association that a
redemption cannot result in the Company's net tangible assets being less than
$5,000,001. Upon further evaluation, the Company determined that the Class A
ordinary shares issued during the initial public offering and pursuant to the
exercise of the underwriters' overallotment include certain redemption features
not solely within the Company's control that, under Accounting Standards
Codification ("ASC") 480-10-S99, Distinguishing Liabilities from Equity, require
such shares to be classified as temporary equity, regardless of the minimum net
tangible assets required to complete the Company's initial business combination.
Therefore, on November 19, 2021, after consultation with Marcum LLP, the
Company's independent registered public accounting firm (the "Independent
Accountants"), the Company's management and audit committee of the board of
directors (the "Audit Committee") concluded that the Company's previously issued
financial statements on Form 8-K filed with the Securities and Exchange
Commission ("SEC") on February 19, 2021 and on Form 10-Q for the quarterly
periods ended March 31, 2021 and June 30, 2021 (collectively, the "Relevant
Periods") should be restated to report all Class A ordinary shares subject to
possible redemption as temporary equity. Considering such restatement, financial
statements included in the quarterly reports for the Relevant Periods, as well
as the relevant portions of any communications that describe or are based on
such financial statements, should no longer be relied upon. The Company will
file a Form 10-Q for the period ended September 30, 2021, which also will
include the restated financial statements for the Relevant Periods.
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 the
Independent Accountants.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, including those
relating to the filing of the Form 10-Q for the period ended September 30, 2021,
other than statements of historical fact included in this report are
forward-looking statements. When used in this report, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they relate to the Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available
to, the Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the SEC. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its
behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of
the Company's final prospectus filed with the SEC on February 19, 2021 and Form
10-Q for the quarter ended June 30, 2021. Copies of such filings are available
on the SEC's website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this release,
except as required by law.
1
© Edgar Online, source Glimpses