Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit
Report.
On March 22, 2022, the Company's management (the "Management") and the audit
committee of the Company's board of directors (the "Audit Committee"), concluded
that due to a reclassification of the Company's temporary and permanent equity,
the Company's previously issued (i) audited balance sheet as of March 15, 2021
(the "Post IPO Balance Sheet"), as initially filed with the Securities and
Exchange Commission (the "SEC") on March 19, 2021; (ii) unaudited interim
financial statements for the quarterly period ended March 31, 2021, initially
filed with the SEC on May 24, 2021 and (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 13, 2021
(collectively, the "Affected Periods"), should no longer be relied upon. Since
the Company's initial public offering ("IPO"), the Company has considered the
Class A ordinary shares subject to possible redemption to be equal to the
redemption value of $10.00 per Class A ordinary share while also taking into
consideration a redemption cannot result in net tangible assets being less than
$5,000,001. Previously, the Company did not consider redeemable stock classified
as temporary equity as part of net tangible assets. Upon further analysis,
Management has determined that the Class A ordinary shares issued during the IPO
and pursuant to the exercise of the underwriters' overallotment can be redeemed
or become redeemable subject to the occurrence of future events considered
outside the Company's control. Therefore, Management concluded that the
redemption value should include all Class A ordinary shares subject to possible
redemption, resulting in the Class A ordinary shares subject to possible
redemption being equal to their redemption value. In addition, the Company
determined it should restate its earnings per share calculation to allocate
income and loss shared pro rata between the two classes of shares.
The restatement does not have an impact on the Company's cash position and cash
held in the trust account established in connection with the IPO. The Company's
Management and the Audit Committee have discussed the matters disclosed in this
Form 8-K with WithumSmith+Brown, PC.
While the Company adopted the above changes in the unaudited interim financial
statements for the quarterly period ended September 30, 2021 included in the
Company's Form 10-Q filing for the quarterly period ended September 30, 2021,
filed with the SEC on November 12, 2021, the Company presented the
reclassification as a revision that did not require the restatement of
previously issued financial statements. The Company has subsequently determined
that such reclassification should be considered a restatement rather than a
revision. As such, the Company will restate its financial statements for the
Affected Periods in future filings.
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 investments 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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