Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 22, 2021, management and the audit committee (the "Audit Committee")
of the board of directors of DHC Acquisition Corp., a blank check company
incorporated as a Cayman Islands exempted company (the "Company"), concluded
that the Company's previously issued (i) unaudited interim financial statements
included in the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2021, filed with the SEC on July 21, 2021, (ii) unaudited
interim financial statements included in the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2021, filed with the SEC on
August 16, 2021, and (iii) unaudited interim financial statements included in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, (the "Existing Q3 Form 10-Q"), filed with the SEC on
November 12, 2021 (collectively, the "Affected Periods"), 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). In
addition, the audit report of WithumSmith+Brown, PC, the Company's independent
registered accounting firm ("Withum"), included in the Current Report on Form
8-K filed with the SEC on March 10, 2021 should no longer be relied upon. The
reclassification has resulted from a determination by the Company's management
that the Class A ordinary shares, par value $0.0001 per share, issued in
connection with its 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 "Trust Account").
As such, the Company will restate its financial statements for the Affected
Periods in an amendment to the Existing Q3 Form 10-Q (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 intends to describe remediation
with respect to such material weakness in more detail in the forthcoming Q3 Form
10-Q/A.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with Withum, the Company's
independent registered accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's cash position and cash held in its Trust
Account. These statements are based on current expectations on the date of this
Form 8-K and involve a number of risks and uncertainties that may cause actual
results to differ significantly. The Company does not assume any obligation to
update or revise any such forward-looking statements, whether as the result of
new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
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