Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
The management of dMY Technology Group, Inc. IV (the "Company") has re-evaluated
the Company's application of ASC 480-10-S99-3A to its accounting classification
of the redeemable Class A common stock, par value $0.0001 per share (the "Public
Shares"), issued as part of the units sold in the Company's initial public
offering (the "IPO") on March 9, 2021. Historically, a portion of the Public
Shares was classified as permanent equity to maintain stockholders' equity
greater than $5 million on the basis that the Company will not redeem its Public
Shares in an amount that would cause its net tangible assets to be less than
$5,000,001, as described in the Company's amended and restated certificate of
incorporation (the "Charter"). Pursuant to such re-evaluation, the Company's
management has determined that the Public Shares include certain provisions that
require classification of all of the Public Shares as temporary equity
regardless of the net tangible assets redemption limitation contained in the
Charter.
Therefore, on November 24, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee"), after
discussing 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 March 9, 2021, as filed in Form 8-K with
the U.S. Securities and Exchange Commission (the "SEC") on March 15, 2021
(ii) 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 June 4, 2021, (iii) 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 (iv) footnote 2 to the
unaudited interim financial statements and Item 4 of Part I included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, filed with the SEC on November 15, 2021 (collectively, the
"Affected Periods"), should be restated to report all Public Shares as temporary
equity and should no longer be relied upon. As such, the Company intends to
restate its financial statements for the Affected Periods in an Amendment No. 1
to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, to be filed with the SEC (the "Q3 Form 10-Q/A").
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 IPO (the "Trust Account").
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 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
Withum.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States 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 impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on 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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