Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On December 1, 2021, the Audit Committee of the Board of Directors (the "Audit
Committee") of Accelerate Acquisition Corp. (the "Company") concluded, in
consultation with the Company's management, that the Company's audited balance
sheet as of March 22, 2021 included in the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission (the "SEC") on March 26, 2021
and the Company's quarterly unaudited financial statements and related footnotes
as of and for the quarterly periods ended March 31, 2021, June 30, 2021 and
September 30, 2021, should no longer be relied upon. In addition, the audit
report of Withum included in the audited balance sheet as of March 22, 2021
included in the Company's Current Report on Form 8-K filed with the SEC on March
26, 2021 should no longer be relied upon.
The Company concluded it should restate its financial statements to classify all
shares of Class A common stock issued in connection with its initial public
offering in temporary equity. ASC 480, paragraph 10-S99 provides that redemption
provisions not solely within the control of the Company require shares of common
stock subject to redemption to be classified outside of permanent equity. The
Company previously determined the shares of 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. Previously, the
Company did not consider redeemable shares of common stock classified as
temporary equity as part of net tangible assets. Effective with the financial
statements for the quarter ended September 30, 2021, the Company restated this
interpretation to include temporary equity in net tangible assets. Accordingly,
the Company will present all shares of redeemable Class A common stock as
temporary equity.
The Company plans to reflect the restatement of its temporary and permanent
equity (and other related changes) as of and for the quarterly periods ended
March 31, 2021, June 30, 2021 and September 30, 2021 in an amendment to its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,
to be filed with the SEC. The Company does not expect any of these changes will
have any impact on its cash position or cash held in its trust account.
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 the amendment to the
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.
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.
1
© Edgar Online, source Glimpses