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.





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