Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On March 21, 2022, the audit committee of the board of directors (the "Audit
Committee") of Argus Capital Corp. (the "Company"), after consultation with the
Company's management, concluded that the Company's audited balance sheet as of
September 24, 2021 (the "Audited Balance Sheet"), included as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on October 1, 2021, contained an error relating to the
value of the Company's Class A common stock subject to redemption, which should
have been recorded as $310,845,000 ($10.20 per share) instead of $304,750,000
($10.00 per share). In light of this error, it was determined that (a) the
Audited Balance Sheet and (b) the unaudited interim financial statements
included in the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2021, filed with the SEC on November 19, 2021, should no
longer be relied upon. Accordingly, the Company plans to restate (i) its
financial statements as of September 30, 2021 and for the three months ended
September 30, 2021 in its Quarterly Report on Form 10-Q/A for the quarterly
period ended September 30, 2021 and (ii) the Audited Balance Sheet in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2021, each to be filed with the SEC.
The above change will not have any impact on the Company's cash position or cash
held in the trust account established in connection with the Company's initial
public offering.
The Company's management concluded that, in light of the error described above,
a material weakness exists in the Company's internal controls over financial
reporting and that the Company's disclosure controls and procedures were not
effective. The Company intends to describe remediation with respect to such
material weakness in more detail in its Annual Report on Form 10-K for the year
ended December 31, 2021.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent accountant.
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