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 the financial statements of Simon Property
Group Acquisition Holdings, Inc., a Delaware corporation (the "Company"), as of
September 30, 2021, management determined it should restate its previously
reported financial statements. The Company previously determined the value of
the Class A common stock subject to possible redemption to be equal to the
redemption value, reduced due to the provision in its certificate of
incorporation that a redemption in connection with an initial Business
Combination cannot result in net tangible assets being less than $5,000,001.
However, during the preparation of the Company's financial statements as of
September 30, 2021, management determined that, notwithstanding the provision in
the certificate of incorporation described above, the Class A common stock
issued during the Initial Public Offering can be redeemed or become redeemable
subject to the occurrence of future events considered outside the Company's
control. Therefore, management concluded that the redemption value should
include all Class A common stock subject to possible redemption, resulting in
the Class A common stock subject to possible redemption being equal to its
redemption value. As a result, management has noted a correction of an error
related to temporary equity and permanent equity. This resulted in a restatement
to the initial carrying value of the Class A common stock subject to possible
redemption with the offset recorded to additional paid-in capital (to the extent
available), accumulated deficit and Class A common stock.
On November 17, 2021, the Company's management and the Audit Committee of the
Company's Board of Directors (the "Audit Committee"), after consultation with
Marcum LLP, the Company's independent registered public accounting firm,
concluded that the Company's previously issued (i) audited balance sheet as of
February 23, 2021, as reported in the Company's Current Report on Form 8-K filed
on March 1, 2021, (ii) unaudited financial statements as of and for the three
months ended March 31, 2021, as reported in the Company's Quarterly Report on
Form 10-Q filed on May 24, 2021, and (iii) unaudited financial statements as of
and for the three and six months ended June 30, 2021, as reported in the
Company's Quarterly Report on Form 10-Q filed on August 13, 2021 (collectively,
the "Affected Periods"), should no longer be relied upon and, in each case,
should be restated because the Class A common stock subject to possible
redemption should be equal to its redemption value. As a result, the Company
will be restating its financial statements for the Affected Periods in the
Company's Quarterly Report on Form 10-Q as of and for the three and nine months
ended September 30, 2021 (the "Q3 Form 10-Q"). Similarly, any previously
furnished or filed reports, related earnings releases, investor presentations or
similar communications of the Company describing the Company's financial results
for the Affected Periods should no longer be relied upon.
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 established in connection with
the Initial Public Offering.
The Company's management has concluded that during the period covered by the Q3
Form 10-Q, the Company's disclosure controls and procedures were not effective
due to a material weakness in internal control over financial reporting related
to the Company's inability to properly account for complex financial
instruments. The Company's remediation plan with respect to such material
weakness is described in more detail in the Q3 Form 10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Item 4.02 with the Company's independent registered public
accounting firm, Marcum LLP.
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