Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In light of recent comment letters issued by the
Historically, a portion of the Public Shares was classified as permanent equity
to maintain net tangible assets greater than
Therefore, on
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 "Trust Account").
The Company's management has concluded that in light of the Restatement, 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 intends to describe the remediation plan with respect to such material weakness in more detail in the Q3 Form 10-Q.
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
Cautionary Statements Regarding Forward-Looking Statements
This Current Report includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company's restatement of certain historical financial statements, the Company's cash position and cash held in the Trust Account, any proposed remediation measures with respect to identified material weaknesses and the status of the Q3 2021 Form 10-Q. These statements are based on current expectations as of the date of this Current Report and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as of the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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