Item 4.02.Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 12, 2021, the Audit Committee of the Board of Directors(the "Audit
Committee") of Skydeck Acquisition Corp. (the "Company") concluded, in
consultation with the Company's management and Marcum LLP ("Marcum"), the
Company's independent registered public accounting firm, that the Company's
audited balance sheet as of May 21, 2021 filed as Exhibit 99.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on May 28, 2021, and the Company's quarterly unaudited financial
statements and related footnotes as of and for the quarterly periods ended March
31, 2021 and June 30, 2021, should no longer be relied upon.
This decision was based on the SEC's consultations with special purpose
acquisition companies, and in accordance with SEC Staff Accounting Bulletin No.
99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements," the Company concluded it should restate its earnings
per share calculation to allocate income and losses pro rata between its Class A
ordinary shares and Class B ordinary shares. Accordingly, the audit report of
Marcum included in the Current Report on Form 8-K filed with the SEC on May 28,
2021 should no longer be relied upon. This current presentation contemplates an
initial business combination as the most likely outcome, in which case, both
Class A ordinary shares and Class B ordinary shares share pro rata in the income
and losses of the Company.
The Company reflected the restatement of its earnings per share for the
quarterly period ended June 30, 2021 and for the period from February 9, 2021
(inception) through June 30, 2021 in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021 filed with the SEC on November 15,
2021. The Company does not expect any of these changes will have any impact on
its cash position or cash held in its trust account.
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