Item 4.02 - Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

The Company has re-evaluated the Company's application of ASC 480, paragraph 10-S99, to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share, issued as part of the units sold in the Company's initial public offering on August 12, 2021. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders' equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Class A common stock in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company's management revised this interpretation to include temporary equity in net tangible assets. This reclassification of equity was reflected in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021, as a revision and not as a restatement.

On February 9, 2022 the Company's management and the audit committee of the Company's board of directors (the "Audit Committee") concluded that the Company's previously issued audited balance sheet as of August 12, 2021 (the "Post IPO Balance Sheet"), included in the Original Form 8-K, should be restated to classify all Class A common stock subject to possible redemption in temporary equity and such restated audited balance sheet is attached hereto as Exhibit 99.1. Considering such restatement, the Post IPO Balance Sheet, as well as the relevant portions of any communications which describe or are based on the Post IPO Balance Sheet, should no longer be relied upon. Because the Company's controls over financial reporting did not provide for the proper classification of the Class A common stock within the Company's financial statements, such disclosure controls and procedures were not effective, which indicates a material weakness in the Company's internal controls in the Company's other periodic filings with the SEC.

The reclassification of amounts from permanent equity to temporary equity results only in non-cash financial statement corrections and will have no impact on the Company's current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. 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.

The audited balance sheet and related financial information that was included in the Original Form 8-K is superseded by the audited balance sheet attached to this Form 8-K/A, and the audited balance sheet and related financial information contained in the Original Form 8-K should no longer be relied upon. The following item has been amended as a result of the restatement: Exhibit No. 99.1, "Audited Balance Sheet".

Refer to Note 2, "Restatement of Previously Issued Financial Statement" of Exhibit 99.1 attached to this Form 8-K/A for additional information and for the summary of the accounting impacts of these adjustments to the Company's balance sheet as of August 12, 2021.

Item 9.01 - Financial Statements and Exhibits



  (d) Exhibits.

The following exhibits are filed herewith:



Exhibit No.   Document Description
   99.1         Audited Balance Sheet


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