Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As previously disclosed on Form 8-K filed by Mercury Ecommerce Acquisition Corp.
(the "Company") on October 4, 2021, the Audit Committee of the Board of
Directors (the "Audit Committee") of the Company dismissed Marcum LLP as the
Company's independent registered public accounting firm effective on October 1,
2021 and approved the appointment of BDO USA, LLC ("BDO") as the Company's new
independent registered public accounting firm.
On October 31, 2021, the management and the Audit Committee of the Company,
after consultation with BDO, concluded that the Company's audited balance sheet
as of July 30, 2021 filed in the Company's Form 8-K filed on August 6, 2021
contained errors relating to (i) the classification between temporary equity and
permanent equity of the shares of the Company's Class A common stock subject to
redemption, which the Company initially presented a portion of as permanent
equity, and has determined should be classified as temporary equity; and (ii)
the accounting for the sale of founder shares by the Company's sponsor to
certain anchor investors in connection with their indications of interest in the
Company's initial public offering, which the Company has determined should be
accounted for as non-cash offering costs. In light of these errors, it was
determined that it is appropriate to amend and restate the Company's previously
issued audited balance sheet as of July 30, 2021 reflecting receipt of the
proceeds upon consummation of the Company's initial public offering and the
private placement that was included in the Company's Current Report on Form 8-K
filed on August 6, 2021 ("Non-Reliance Financial Statements").
Considering such restatement, the Non-Reliance Financial Statements should no
longer be relied upon. The Company will file an amendment to its Form 8-K filed
on August 6, 2021 with respect to the audited balance sheet as of July 30, 2021
reflecting (i) the reclassification of shares of the Company's Class A common
stock subject to redemption as temporary equity and (ii) the accounting of
founder shares sold to anchor investors in connection with the Company's initial
public offering as non-cash offering costs as soon as practicable.
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 BDO
as the Company's new independent registered public accounting firm.
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