Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On
The Company does not expect any of the above changes will have any impact on its
previously reported total assets, results of operations or cash flows, on its
cash position and cash held in the trust account established in connection with
the Company's initial public offering or on its ability to consummate its
previously announced merger with
After re-evaluation, the Company's management has also concluded that in light
of the classification errors described above, a material weakness existed in the
Company's internal control over financial reporting during and since the
Affected Periods related to the accounting for complex financial instruments,
and that the Company's disclosure controls and procedures were not effective as
of
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
Important Information About the Merger and Where to Find It
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of GRIID, the combined company or
the Company, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction. The Company intends to file a Registration Statement on Form S-4
(the "S-4 Registration Statement") containing a proxy statement/prospectus with
the
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
Participants in Solicitation
Griid, the Company and their respective directors, executive officers and
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding the Company's
directors and executive officers is available in the Company's Annual Report on
Form 10-K for the year ended
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Forward Looking Statements
This Current Report on Form 8-K includes "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. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "should," "would" or by variations of such words or by similar expressions. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Current Report on Form 8-K. These forward looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by law, the Company does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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