Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 18, 2021, the Audit Committee of the Board of Directors (the "Audit
Committee") of Portage Fintech Acquisition Corporation (the "Company")
concluded, in consultation with the Company's management and Marcum LLP
("Marcum"), the Company's independent registered public accounting firm, that
the Company's audited balance sheet as of July 23, 2021 filed as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission (the "SEC") on July 29, 2021, the Company's pro forma
balance sheet as of July 23, 2021 filed as Exhibit 99.1 to the Company's Current
Report on Form 8-K filed with the SEC on August 11, 2021, and the Company's
quarterly unaudited financial statements and related footnotes as of and for the
quarterly periods ended March 31, 2021 and June 30, 2021, should no longer be
relied upon. In addition, the audit report of Marcum included in the Current
Report on Form 8-K filed with the SEC on July 29, 2021 should no longer be
relied upon.
In connection with the preparation of the Company's financial statements as of
September 30, 2021, the Company concluded it should restate its financial
statements to classify all Class A ordinary shares issued in connection with its
initial public offering in temporary equity. In accordance with guidance from
the SEC and its staff on redeemable equity instruments, ASC 480, paragraph
10-S99, redemption provisions not solely within the control of the Company
require ordinary shares subject to redemption to be classified outside of
permanent equity. The Company previously determined the Class A ordinary shares
subject to possible redemption to be equal to the redemption value of $10.00 per
share of Class A ordinary shares while also taking into consideration that a
redemption cannot result in net tangible assets being less than $5,000,001.
Previously, the Company did not consider redeemable shares classified as
temporary equity as part of net tangible assets. Effective with the financial
statements for the quarter ended September 30, 2021, the Company revised this
interpretation to include temporary equity in net tangible assets. Accordingly,
the Company will present all shares of redeemable Class A ordinary shares as
temporary equity.
The Company plans to reflect the restatement of its temporary and permanent
equity (and other related changes) as of July 23, 2021 in its upcoming Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, to be
filed with the SEC. The Company does not expect any of these changes will have
any impact on its cash position or cash held in its 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 is described in more detail in its upcoming Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021.
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.
1
© Edgar Online, source Glimpses