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.

© Edgar Online, source Glimpses