Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In connection with the preparation of Roman DBDR Tech Acquisition Corp.'s (the
"Company") financial statements as of September 30, 2021, the Company's
management, in consultation with its advisors, identified an 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
reclassification 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 November 15, 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 November 10, 2020 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 November 17, 2020, (ii)
audited financial statements as of December 31, 2020 contained in the Company's
Annual Report on Form 10-K filed with the SEC on March 29, 2021, as amended on
May 25, 2021, (iii) 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 25, 2021 and (iv) 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 13, 2021, should no longer be relied upon due to the reclassification
described above. The Company has reflected this reclassification in its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,
filed with SEC on November 15, 2021 (the "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 is described in more detail in the 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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