Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On May 11, 2021, the audit committee of the board of directors (the "Audit
Committee") and management of Aequi Acquisition Corp. (the "Company"), after
discussions with WithumSmith+Brown, PC ("Withum"), the Company's independent
registered public accounting firm, concluded that the audited financial
statements for the fiscal year ended December 31, 2020 (the "Restatement
Period"), which were issued in the Company's previously filed Annual Report on
Form 10-K for such period, should no longer be relied upon and have been
restated in the audited financial statements contained in the Company's Annual
Report on Form 10-K/A (the "Restated Form 10-K") to be filed with the Securities
and Exchange Commission (the "SEC") as soon as practicable.
On April 12, 2021, the staff of the SEC (the "SEC Staff") issued a public
statement (the "SEC Staff Statement") entitled "Staff Statement on Accounting
and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies ("SPACs")." In the SEC Staff Statement, the SEC Staff expressed its
view that certain terms and conditions common to warrants issued by SPACs such
as the Company may require the warrants to be classified as liabilities on the
SPAC's balance sheet, as opposed to equity.
Since the date of their issuance in connection with the Company's initial public
offering in November 2020, the Company's public warrants and private placement
warrants have been reflected as a component of equity, as opposed to
liabilities, on the balance sheet. After considering the SEC Staff Statement and
discussion, evaluation and consultation with Withum, the Audit Committee
concluded that the Company's audited financial statements for the Restatement
Period should be restated and that the Company's public warrants and private
placement warrants should be classified as liabilities measured at fair value
upon issuance, with subsequent changes in fair value reported in the statement
of operations for the Restatement Period.
The Audit Committee has discussed the matters disclosed in this Current Report
on Form 8-K pursuant to this Item 4.02 with Withum. Withum was provided with a
copy of the disclosures made herein and was given the opportunity to review
these disclosures.
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