Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 19, 2021, the audit committee of the board of directors of Class
Acceleration Corp. (the "Company") concluded, after discussion with the
Company's management, that (i) the Company's audited balance sheet as of January
20, 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 18, 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 July 27,
2021, and (iii) the Company's unaudited financial statements as of June 30, 2021
contained in the Company's Current Report on Form 10-Q filed with the SEC on
August 23, 2021, should no longer be relied upon due to the reclassification of
all of the Company's Class A common stock as temporary equity.
The Company's Chief Executive Officer carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon their evaluation, the Company's Chief Executive
Officer concluded that the Company's disclosure controls and procedures were not
effective as of September 30, 2021, due to the material weakness in analyzing
complex financial instruments including the proper accounting for warrants as
liabilities and the proper classification of redeemable Class A common stock as
temporary equity. In light of this material weakness, the Company performed
additional analysis as deemed necessary to ensure that the Company's unaudited
interim financial statements were prepared in accordance with U.S. generally
accepted accounting principles. The Company will reflect the restatements of the
Company's financial statements identified above in the financial statements
included in the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2021 and accordingly, management believes that the financial
statements included in such report will present fairly in all material respects
the Company's financial position, results of operations and cash flows for the
periods presented.
The Company has discussed the matters disclosed in this Current Report on Form
8-K with its independent registered public accounting firm, Marcum LLP.
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