Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Mission Advancement Corp.'s (the "Company") management, in consultation with its
advisors, identified a classification error made in certain of its previously
issued financial statements, arising from the manner in which, as of the closing
of the Company's initial public offering, the Company valued its Class A common
stock subject to possible redemption. The Company previously determined the
value of such Class A common stock to be equal to the redemption value of such
shares of Class A common stock, after taking into consideration the terms of the
Company's Amended and Restated Certificate of Incorporation, under which a
redemption cannot result in net tangible assets being less than
$5,000,001. Management has now determined, after consultation with its advisors,
that the shares of Class A common stock underlying the units issued during
the initial public offering can be redeemed or become redeemable subject to the
occurrence of future events considered to be
outside the Company's control. Therefore, management has concluded that the
redemption value of its shares of Class A common stock subject to possible
redemption should reflect the possible redemption of all shares of Class A
common stock. As a result, management has noted a classification error related
to temporary equity and permanent equity. This has resulted in a restatement of
the initial carrying value of the shares of Class A common stock subject
to possible redemption, with the offset recorded to additional paid-in capital
(to the extent available), accumulated deficit and shares of Class A common
stock.
On December 17, 2021, the audit committee of the board of directors of the
Company (the "Audit Committee") determined, after discussion with its advisors,
that the Company's (i) audited balance sheet as of March 5, 2021 filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on March 11, 2021, (ii) unaudited
financial statements as of March 31, 2021 contained in the Company's Quarterly
Report on Form 10-Q filed with the SEC on May 17, 2021, (iii) unaudited
financial statements as of June 30, 2021 contained in the Company's Quarterly
Report on Form 10-Q filed with the SEC on August 12, 2021 and (iv) unaudited
financial statements as of September 30, 2021 contained in the Company's
Quarterly Report on Form 10-Q filed with the SEC on November 11, 2021 should no
longer be relied upon due to the reclassification described above. The Company
will reflect this reclassification in a forthcoming amendment to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021
(the "Amended Form 10-Q").
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in 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 Amended Form
10-Q.
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
Marcum LLP, the Company's independent registered public accounting firm.
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