Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On August 22, 2022, Benessere Capital Acquisition Corp.'s (the "Company") audit
committee Chair concluded, after discussion with the Company's management, that
the Company's financial statements for the quarter ended March 31, 2022 (the "Q1
10-Q"), should no longer be relied upon because of an error in such financial
statements. The Company's management and audit committee have discussed the
matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02
internally and with Marcum LLP, the Company's independent accountant ("Marcum").
In connection with the preparation of the unaudited financial statements on Form
10-Q for the quarter ended June 30, 2022 (the "Q2 10-Q"), management identified
$2,065,898 that the Company had not accounted for properly. Specifically, the
Company did not record the $2,065,898 as an increase to shares subject to
redemption and an increase to stockholders' deficit.
The Company will correct and restate its unaudited financial statements for the
quarter ended March 31, 2022 (the "Non-Reliance Period") and disclose such
restated financial statements in a footnote to its Q2 10-Q.
The Company's management previously concluded, as disclosed in the Quarterly
Report on Form 10-Q for the quarter ended March 30, 2022, that deficiencies in
internal control over financial reporting existed relating to the accounting
treatment for complex financial instruments and that the failure to properly
account for such instruments constituted a material weakness as defined in the
SEC regulations. The same deficiencies resulted in the accounting error
disclosed above.
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