Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) In connection with the preparation of Belong Acquisition Corp.'s (the
"Company") financial statements as of September 30, 2021, the Company's
management, in consultation with its advisors, identified an error made
in certain of its previously issued financial statements, arising from the
manner in which, as of the closing of the Company's initial public offering, the
Company valued its Class A common stock subject to possible redemption. The
Company previously determined the value of such Class A common stock to be
equal to the redemption value of such shares of Class A common stock, after
taking into consideration the terms of the Company's Amended and Restated
Certificate of Incorporation, under which a redemption cannot result in net
tangible assets being less than $5,000,001. Management has now determined, after
consultation with its advisors, that the shares of Class A common
stock underlying the units issued during the initial public offering can be
redeemed or become redeemable subject to the occurrence of future events
considered to be outside the Company's control. Therefore, management has
concluded that the redemption value of its shares of Class A common stock
subject to possible redemption should reflect the possible redemption of all
shares of Class A common stock. As a result, management has noted a
reclassification error related to temporary equity and permanent equity. This
has resulted in a restatement of the initial carrying value of the shares of
Class A common stock subject to possible redemption, with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit
and shares of Class A common stock. In addition, in connection with the change
in presentation for the Class A common stock subject to possible redemption, the
Company has determined it should restate its income (loss) per share calculation
to allocate net income (loss) pro rata between the two classes of its common
stock. This presentation contemplates a business combination as the most likely
outcome, in which case, both classes of common stock share pro rata in the
income (loss) of the Company.
On December 8, 2021, the audit committee of the board of directors of the
Company (the "Audit Committee"), based on the recommendation of and after
consultation with management, concluded that the Company's (i) audited balance
sheet as of July 27, 2021 filed as Exhibit 99.1 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
August 2, 2021, and (ii) Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2021 filed with the SEC on November 15, 2021, should no
longer be relied upon due to the error described above. Similarly, the related
press releases, stockholder communications, investor presentations or other
communications describing relevant portions of the Company's financial
statements for these periods, should no longer be relied upon.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in the trust account.
The Company's management has concluded that in light of the error and
restatement 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 will be described in more detail in an
amendment to its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company's independent accountant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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