Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
The management of OTR Acquisition Corp. (the "Company") has re-evaluated the
Company's application of ASC 480-10-S99-3A to its accounting classification of
the redeemable shares of 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 November 19, 2020. Historically, a portion of the
Public Shares was classified as permanent equity to maintain net tangible assets
greater than $5,000,000 on the basis that the Company will consummate its
initial business combination only if the Company has net tangible assets of at
least $5,000,001. Pursuant to such re-evaluation, the Company's management has
determined that the Public Shares include certain provisions that require
classification of the Public Shares as temporary equity regardless of the
minimum net tangible assets required to complete the Company's initial business
combination.
Therefore, on November 30, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee"), concluded
that the Company's previously issued (i) audited financial statements as of
December 31, 2020, for the year ended December 31, 2020, included in OTR's
Annual Report on Form 10-K/A filed with the SEC on May 18, 2021 (the "2020
10-K/A No. 1"), (ii) unaudited financial statements as of March 31, 2021 and for
the three months ended March 31, 2021 contained in the Company's Quarterly
Report on Form 10-Q filed with the SEC on May 25, 2021, (iii) unaudited
financial statements as of June 30, 2021 and for the three and six months ended
June 30, 2021 contained in the Company's Quarterly Report on Form 10-Q filed
with the SEC on August 3, 2021 and (iv) unaudited financial statements as of
September 30, 2021 and for the three and nine months ended September 30, 2021
contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on
November 8, 2021 (the "Q3 10-Q") (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 will restate its financial statements for
the Affected Periods in an amendment to the existing Q3 10-Q (the "Q3 10-Q/A"),
except for the annual period ended December 31, 2020 which will be restated in
Form 10-K/A No. 2 as described therein
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 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 intends to describe remediation with
respect to such material weakness in more detail in the forthcoming Q3 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 Item 4.02 with Withum
Smith+Brown, PC, the Company's independent registered public accounting firm.
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