Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
CF Acquisition Corp. IV, a Delaware corporation (the "Company"), was formed for
the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more
businesses (the "Business Combination"). The amended and restated certificate of
incorporation of the Company (the "Charter") provides that, prior to the
consummation of the Business Combination, the Company shall provide all holders
of shares of Class A common stock, par value $0.0001 per share, of the Company
("Class A common stock") included as part of the units sold in the Company's
initial public offering (the "Public Shares") with the opportunity to have their
Public Shares redeemed upon the consummation of the Business Combination
pursuant to, and subject to the limitations of, the terms of the Charter;
provided, however, that the Company shall not redeem or repurchase Public Shares
to the extent that such redemption would result in failure of the Company, or
any entity that succeeds the Company as a public company, to have net tangible
assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities
Exchange Act of 1934, as amended, (or any successor rule) of at least
$5,000,0001 or any greater net tangible asset or cash requirement which may be
contained in the agreement relating to the Business Combination.
In accordance with Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 480, Distinguishing Liabilities from Equity("ASC
480"), redemption provisions not solely within the control of the Company
require common stock subject to redemption to be classified outside of permanent
equity. In the Company's (i) audited balance sheet as of December 28, 2020, as
previously restated in the Company's Annual Report on Form 10-K, as amended, for
the fiscal year ended December 31, 2020, filed with the U.S. Securities and
Exchange Commission (the "SEC") on May 14, 2021 ("2020 Form 10-K/A No. 1"), (ii)
audited financial statements included in the 2020 Form 10-K/A No. 1, (iii)
unaudited financial statements as of and for the three months ended March 31,
2021 included in the Company's Quarterly Report on Form 10-Q filed with the SEC
on May 17, 2021, and (iv) unaudited financial statements as of and for the six
months ended June 30, 2021 included in the Company's Quarterly Report on Form
10-Q filed with the SEC on August 10, 2021 (collectively, the "Financial
Statements"), the Company classified a portion of the Public Shares in permanent
equity, or total stockholder's (deficit) equity. Although the Company did not
specify a maximum redemption threshold, the Charter provision described above
does not permit the Company to redeem Public Shares in an amount that would
cause its net tangible assets to be less than $5,000,001. Management has now
determined, after consultation with its advisors, that the Public Shares can be
redeemed or become redeemable subject to the occurrence of future events
considered to be outside the Company's control. Accordingly, the Company's
management has concluded that the Company should present all Public Shares as
temporary equity and recognize accretion from the initial book value to
redemption value at the time of the Company's initial public offering and in
accordance with ASC 480.
On December 21, 2021, the Audit Committee of the Board of Directors of the
Company (the "Audit Committee") concluded, after discussion with the Company's
management, that the Financial Statements should no longer be relied upon due to
changes required to reclassify all of the Company's Public Shares in temporary
equity. As such, the Company intends to file (i) an amendment to its Annual
Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020
(the "Second Amended Form 10-K") and (ii) an amendment to its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2021 (the "Amended
Third Quarter 10-Q"), in each case, reflecting this reclassification. The
adjustments to the Financial Statements will be set forth through expanded
disclosure in the financial statements included in the Second Amended Form 10-K
and the Amended Third Quarter 10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered accounting firm.
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