Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On November 30, 2021, the management of Deep Lake Capital Acquisition
Corp., a Cayman Islands exempted company (the "Company"), and the audit
committee of the Company's board of directors (the "Audit Committee"), after
discussions with WithumSmith+Brown, PC ("Withum"), the Company's independent
registered public accounting firm, concluded that the Company's previously
issued (i) audited balance sheet as of January 15, 2021 included in the
Company's Current Report on Form 8-K filed with the SEC on January 22, 2021,
(ii) unaudited interim financial statements as of and for the three months ended
March 31, 2021 included in the Company's Quarterly Report on Form 10-Q filed
with the SEC on May 27, 2021, (iii) unaudited interim financial statements as of
and for the three and six months ended June 30, 2021 included in the Company's
Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021 and (iv)
unaudited interim financial statements as of and for the three and nine months
ended September 30, 2021 included in the Company's Quarterly Report on Form 10-Q
filed with the SEC on November 16, 2021 (collectively, the "Affected Periods"),
in each case, should no longer be relied upon due to a reclassification of the
Company's temporary and permanent equity and resulting restatement of the
initial carrying value of the Company's Class A ordinary shares subject to
possible redemption (and related changes). The reclassification has resulted
from a determination by the Company's management that the Class A ordinary
shares issued in connection with its initial public offering ("Initial Public
Offering") can be redeemed or become redeemable subject to the occurrence of
future events considered to be outside of the Company's control. Therefore, the
Class A ordinary shares subject to possible redemption should be valued at
$10.00 per share and should not take into account the fact that a redemption of
Class A ordinary shares cannot result in net tangible assets being less than
$5,000,001.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the Initial Public Offering.
The Company will restate its financial statements for the Affected Periods in
the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended
September 30, 2021 to be filed with the Securities and Exchange Commission (the
"Q3 Form 10-Q/A").
The Company's management has concluded that, in light of the classification
error 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 the Q3 Form 10-Q/A.
The Audit Committee and the Company's management have discussed the matters
disclosed in this Current Report on Form 8-K with Withum, the Company's
independent registered public accounting firm.
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