Item 4.02. Other Events.
On January 26, 2022, the Company's management and the audit committee of the
Company's board of directors (the "Audit Committee") concluded that the
Company's previously issued (i) audited balance sheet as of September 9, 2020
(the "Post IPO Balance Sheet"), as previously revised in the Company's Annual
Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020,
filed with 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
interim financial statements included in the Form 10-Q for the quarterly period
ended September 30, 2020 as previously revised in the 2020 Form 10-K/A No. 1;
(iv) unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on June 7, 2021,(v) unaudited interim financial statements included in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2021, filed with the SEC on August 20, 2021 and (vi) certain of the
unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, filed
with the SEC on November 15, 2021 (collectively, the "Affected Periods"), should
no longer be relied upon due to a reclassification of the Company's temporary
and permanent equity and resulting restatement of the initial carrying value of
the Company's Class A stock subject to possible redemption (and related
changes). In addition, the audit report of Withum included in the 2020 Form
10-K/A No. 1 filed with the SEC on May 14, 2021 should no longer be relied upon.
The reclassification has resulted from a determination by the Company's
management that the Class A common stock issued in connection with its initial
public offering can be redeemed or become redeemable subject to the occurrence
of future events considered to be outside of the Company's control. Therefore,
the Class A common stock subject to possible redemption should be valued at
$10.00 per share and should not take into account the fact that a redemption of
Class A ordinary shares cannot result in net tangible assets being less than
$5,000,001.
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").
As such, the Company has restated its financial statements for the Affected
Periods in the Company's Quarterly Report on Form 10-Q/A for the quarterly
period ended September 30, 2021 to be filed with the SEC (the "Q3 2021
Form 10-Q/A"), and in an amendment to the 2020 Form 10-K/A No. 1 to be filed
with the SEC (the "2020 Form 10-K/A No. 2").
The Company's management has concluded that in light of the classification error
described above, 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's remediation with respect to such
material weakness will be described in more detail in the Q3 2021 Form 10-Q/A.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with Withum.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. 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 Company's cash position and cash held in its Trust
Account. These statements are based on current expectations on the date of this
Form 8-K and involve a number of risks and uncertainties that may cause actual
results to differ materially, including those identified in the "Risk Factors"
sections of the Company's 2020 Form 10-K/A No. 2, as well as those additional
risks identified in the Company's other filings with the Securities and Exchange
Commission. The Company does not assume any obligation to update or revise any
such forward-looking statements, whether as the result of new developments or
otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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