Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In reviewing its financial statements for prior reporting periods, management of the Company has determined that the following modifications are appropriate:
? In connection with the initial public offering (the "IPO") of the Company, the
underwriter was granted a customary overallotment option which permitted it to
purchase up to an additional 15% of the Units sold in IPO within 45-days
following the closing of the IPO. At the time of the IPO and in its financial
statements for reporting periods thereafter, the Company failed to record an
approximately
as contemplated by FASB ASC 480, "Distinguishing Liabilities from Equity" and
to derecognize that liability when the overallotment option expired without
being exercised on
? As had previously been disclosed, a subsidiary of the Company and one of its
subsidiaries entered into a merger agreement with
agreement had been terminated by mutual agreement of the parties. In connection
with the transaction contemplated by that merger agreement, the Company
incurred a variety of expenses, which the Company disclosed in the proxy
statement relating to the merger transaction were projected to be approximately
approximately
proposed merger transaction for which payment would be due upon the closing of
the transaction. Those professional fees were not, however, shown as accrued
expenses on the Company's financial statements for the relevant reporting
periods.
On
Because the overallotment option has expired prior to the date hereof and the professional fees relating to the proposed Syniverse merger transaction ultimately will not be payable by the Company, the Company does not anticipate that these changes will have an effect upon future reporting periods.
The Company also does not expect any of the above changes will have any impact on its cash position or the cash held in the trust account.
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