Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 12, 2021, Bridgetown 2 Holdings Limited (the "Company") filed its
Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2021
(the "Q3 Form 10-Q"), which included in Note 2, Revision of Previously Issued
Financial Statements ("Note 2"), a discussion of the revision to a portion of
the Company's previously issued financial statements for the classification of
its Class A ordinary shares subject to redemption issued as part of the units
sold in the Company's initial public offering ("IPO") on January 28, 2021. As
described in Note 2, upon its IPO, the Company classified a portion of the Class
A ordinary shares subject to redemption as permanent equity to maintain net
tangible assets greater than $5,000,000 on the basis that the Company will
consummate its initial business combination only if the Company has net tangible
assets of at least $5,000,001. The Company's management re-evaluated the
conclusion and determined that the Class A ordinary shares subject to redemption
included certain provisions that require classification of the Class A ordinary
shares subject to redemption should be treated as temporary equity regardless of
the minimum net tangible assets required to complete the Company's initial
business combination. As a result, management corrected the error by revising
all Class A ordinary shares subject to redemption as temporary equity. This
resulted in an adjustment to the initial carrying value of the Class A ordinary
shares subject to possible redemption with the offset recorded to additional
paid-in capital (to the extent available), accumulated deficit and Class A
ordinary shares.
As described above, originally the Company determined the changes were not
qualitatively material to the Company's previously issued financial statements
and revised its previously financial statements in Note 2 in its Q3 Form 10-Q.
However, upon further consideration of the material nature of the changes, the
Company determined the change in classification of the Class A ordinary shares
subject to redemption and change to its presentation of earnings per share are
material quantitatively and the Company should restate its previously issued
financial statements.
Therefore, on November 30, 2021, the audit committee of the board of directors
of the Company determined, after discussion with its advisors, that (i) the
Company's audited balance sheet as of January 28, 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 February 3, 2021, (ii) the Company's unaudited
financial statements as of March 31, 2021 contained in the Company's Quarterly
Report on Form 10-Q filed with the SEC on May 24, 2021, (iii) the Company's
unaudited financial statements as of June 30, 2021 contained in the Company's
Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021, and (iv)
the Company's unaudited financial statements as of September 30, 2021 contained
in the Q3 Form 10-Q (collectively, the "Affected Periods"), should no longer be
relied upon due to the reclassification described above. As a result, the
Company plans to restate its financial statements for all Affected Periods, to
indicate that the classification error is a restatement and not a revision, in
an amended Q3 Form 10-Q, which the Company intends to file as soon as
practicable.
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 and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
WithumSmith+Brown, PC, the Company's independent registered public accounting
firm.
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