Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
The Company recognized the waiver as an extinguishment, with a resulting
non-operating gain recognized in its statement of operations for the year ended
Therefore, 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 consolidated financial statements as of and for the year ended
The Company's management has concluded that 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 is filing an Amendment No. 1 to Form 10-K ("Amendment No. 1") to include additional Risk Factors under Item 1A, the Management's Discussion and Analysis of Financial Condition and Results of Operations described in Item 7, and Financial Statements and Supplementary Data described in Item 8, which such financial data give effect to the change in accounting for the waiver as disclosed in the Original Filing, and Item 9A, Controls and Procedures.
The change in accounting for the liability extinguishment did not have any impact on the Company's liquidity, cash flows, costs of operations in the period included in Item 8, Financial Statements and Supplementary Data contained in the Original Filing. The change in accounting for the liability extinguishment does not impact the amounts previously reported for the Company's cash, investments held in the trust account, operating expenses or total cash flows from operations for the affected period.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Item 1A, Risk Factors of the Original Filing, is
amended by Amendment No. 1 to include additional risk factors, and Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and Item 8, Financial Statements and Supplementary Data, of the
Original Filing are amended and restated by Amendment No. 1 in their entirety.
Amendment No. 1 should be read in conjunction with the Original Filing and with
Priveterra's other filings with the
Amendment No. 1 does not modify or update any other disclosures in the Original Filing.
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