Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Silver Spike Acquisition Corp II (the "Company") previously presented a portion
of its shares of Class A ordinary shares subject to redemption (the "Class A
Shares") as permanent equity because the Company's certificate of incorporation
does not permit redemptions of Class A Shares that would cause the Company's net
tangible assets to be less than $5,000,001. After discussion and evaluation,
including with the Company's independent registered public accounting firm,
Marcum LLP ("Marcum"), the Company has concluded that all Class A Shares should
be classified as temporary equity because such shares can be redeemed or become
redeemable subject to the occurrence of events outside the Company's sole
control.
On November 16, 2021, the Audit Committee of the Board of Directors of the
Company concluded, after discussion with the Company's management, that the
Company's audited balance sheet as of March 15, 2021 filed as Exhibit 99.1 to
the Company's Amendment No. 1 to the Current Report on Form 8-K filed with the
SEC on March 19, 2021 and its unaudited interim financial statements for the
quarterly periods ended March 31, 2021 and June 30, 2021 included in its
Quarterly Reports on Form 10-Q filed on June 23, 2021 and August 16, 2021,
respectively (collectively, the "Affected Periods"), should no longer be relied
upon due to changes required to classification of temporary equity and permanent
equity described above. The Company has reflected this reclassification of
equity and restated its financial statements for the Affected Periods in its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021
filed with the SEC on November 19, 2021 and plans to amend the Current Report on
Form 8-K filed on March 19, 2021 to file the revised audited balance sheet as of
March 15, 2021.
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 does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account.
In addition, the audit report of Marcum included in Exhibit 99.1 to the
Company's Form 8-K filed on March 19, 2021 should no longer be relied upon.
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