Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 22, 2021, Omega Alpha SPAC (the "Company") filed its Form 10-Q for
the quarterly period ended September 30, 2021 (the "Q3 Form 10-Q"), which
included in Note 2, Revision to Previously Reported Financial Statements ("Note
2"), a revision to the Company's classification of its Class A ordinary shares
subject to redemption issued in the Company's initial public offering ("IPO") on
January 11, 2021. As described in Note 2, upon its IPO, the Company classified a
portion of the Class A ordinary shares as permanent equity to maintain net
tangible assets greater than $5,000,000 on the basis that the Company will
consummate its initial business combination only if the Company has net tangible
assets of at least $5,000,001. Previously, the Company did not consider
redeemable shares classified as temporary equity as part of net tangible assets.
The Company's management revised its interpretation to include temporary equity
in net tangible assets. As a result, management corrected the error by restating
all Class A ordinary shares subject to redemption as temporary equity. This
resulted in an adjustment to the initial carrying value of the Class A ordinary
shares subject to possible redemption with the offset recorded to additional
paid-in capital (to the extent available), accumulated deficit and Class A
ordinary shares.
Also in Note 2 of the Company's Q3 Form 10-Q, in connection with the change in
presentation for the Class A ordinary shares subject to possible redemption, the
Company revised its earnings per share calculation to allocate income and losses
shared pro rata between the two classes of shares. This presentation differs
from the previously presented method of earnings per share, which was similar to
the two-class method.
As described above, originally, the Company determined the changes were not
qualitatively material to the Company's previously issued financial statements
and revised its previously financial statements in Note 2 to its Q3 Form 10-Q.
However, upon further consideration of the material nature of the changes, the
Company determined the change in classification of the Class A ordinary shares
subject to redemption and change to its presentation of earnings per share is
material quantitatively and the Company should restate its previously issued
financial statements.
On January 13, 2022, the audit committee of the board of directors of the
Company (the "Audit Committee") concluded, after discussion with the Company's
management, that the Company's previously issued (i) audited balance sheet as of
January 11, 2021, included in the Company's Current Report on
Form 8-K; (ii) unaudited interim financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021; and
(iii) unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2021 (collectively,
the "Affected Periods"), should be restated and should no longer be relied upon.
Similarly, other communications describing the Company's financial statements
and other related financial information covering the Affected Periods should no
longer be relied upon.
Additionally, the Audit Committee determined that it is appropriate to file
(i) an amendment to its Q3 Form 10-Q (the "Q3 Form 10-Q/A"), including restated
unaudited interim financial statements for the quarterly periods ended March 31,
2021 and June 30, 2021, and (ii) an audited restated balance sheet as of
January 11, 2021, which will be filed with the SEC on the appropriate form, both
reflecting the restatement of the Class A ordinary shares subject to redemption
and the change to its presentation of earnings per share, as soon as
practicable.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in its trust account.
After re-evaluation, the Company's management has concluded that in light of the
errors described above, a material weakness existed in the Company's internal
control over financial reporting for complex securities during the Affected
Periods and that the Company's disclosure controls and procedures were not
effective. The Company's remediation plan with respect to such material weakness
will be described in more detail in the Q3 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 WithumSmith+Brown, PC, the
Company's independent auditor.
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