Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The Company's management and audit committee of the board of directors (the "Audit Committee") have determined that the Financial Statements should no longer be relied upon due to the error contained therein relating to the incorrect accounting treatment of the derivative financial instruments and the issuance of private warrants, as described above.
As a result of the foregoing, on
The Company's management has concluded that in light of the error described
above, a material weakness exists in the Company's internal control over
financial reporting related to the Company's accounting and valuation for
complex financial instruments and that, because of this material weakness, the
Company's disclosure controls and procedures were not effective as of
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 IPO.
The Audit Committee has discussed the matters disclosed in this Current Report
on Form 8-K pursuant to this Item 4.02 with
Refer to the following "Restated unaudited condensed statements of operations"
chart for additional information as to the accounting impact of these
adjustments to the Company's Financial Statements as of
As of September 30, 2021 As Reported Adjustment As Adjusted Condensed statements of operations for the three months endedSeptember 30, 2021 Change in fair value of derivative liability $ -$ 190,208 $ 190,208 Fair value in excess of sale of private warrants - (1,000,000 ) (1,000,000 ) Total other income (expense) 9,613,041 (809,792 ) 8,803,249 Net Income 9,200,111 (809,792 ) 8,390,319 Weighted average shares outstanding of Class A ordinary share 15,824,176 - 15,824,176 Basic and diluted net income per Class A ordinary share 0.44 (0.04 ) 0.40 Weighted average shares outstanding of Class B ordinary share 5,156,593 (156,593 ) 5,000,000 Basic and diluted net income per Class B ordinary share 0.44 (0.04 ) 0.40 Condensed statements of operations for the periodFebruary 2, 2021 (inception) throughSeptember 30, 2021 Change in fair value of derivative liability - 190,208 190,208 Fair value in excess of sale of private warrants - (1,000,000 ) (1,000,000 ) Total other income (expense) 9,613,041 (809,792 ) 8,803,249 Net Income 9,192,691 (809,792 ) 8,382,899 Weighted average shares outstanding of Class A ordinary share 6,000,000 - 6,000,000 Basic and diluted net income per Class A ordinary share 0.79 (0.03 ) 0.76 Weighted average shares outstanding of Class B ordinary share 5,665,625 (665,625 ) 5,000,000 Basic and diluted net income per Class B ordinary share 0.79 (0.03 ) 0.76 Condensed statements of changes in shareholders' deficit statement for the periodFebruary 2, 2021 (inception) throughSeptember 30, 2021 Sale of private warrants under fair value (1,000,000 ) (1,000,000 ) - Net Income 9,200,111 (809,792 ) 8,390,319 Remeasurement for Class A ordinary shares to redemption value (25,598,344 ) (190,208 ) (25,788,552 ) Total shareholders' deficit (17,405,153 ) - (17,405,153 )
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