Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
In connection with the preparation of the financial statements of Social
Leverage Acquisition Corp I (the "Company") as of September 30, 2021, the
Company reevaluated the classification of the Class A common stock. The Company
previously determined the shares of Class A common stock subject to possible
redemption to be equal to the redemption value of $10.00 per share of Class A
common stock while also taking into consideration the requirement in the
Company's amended and restated certificate of incorporation that a redemption
cannot result in the Company's net tangible assets being less than $5,000,001.
Upon further evaluation, the Company determined that the shares of Class A
common stock issued during the initial public offering and pursuant to the
exercise of the underwriters' overallotment include certain redemption features
not solely within the Company's control that, under Accounting Standards
Codification ("ASC") 480-10-S99, Distinguishing Liabilities from Equity, require
such shares to be classified as temporary equity, regardless of the minimum net
tangible assets required to complete the Company's initial business combination.
Therefore, on November 15, 2021, after discussion with Marcum LLP, the Company's
independent registered public accounting firm (the "Independent Accountants"),
the Company's management and audit committee of the board of directors (the
"Audit Committee") concluded that the Company's previously issued audited
balance sheet dated as of February 17, 2021 and filed on a Form 8-K dated
February 23, 2021, which was related to the closing of our initial public
offering, and the unaudited interim financial statements included in our
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021
and June 30, 2021 (collectively, the "Relevant Periods") should be restated to
report all shares of Class A common stock subject to possible redemption as
temporary equity. Considering such restatement, such financial statements, as
well as the relevant portions of any communication which describes or are based
on such financial statements, should no longer be relied upon. The Company has
filed a Form 10-Q for the period ended September 30, 2021, which also includes
the restated financial statements for the Relevant Periods.
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 plan with respect to
such material weakness is described in more detail in the Form 10-Q filed for
the period ended September 30, 2021.
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 the
Independent Accountants.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to the
Company or its management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company's
last Quarterly Report on Form 10-Q filed with the SEC. Copies of such filings
are available on the SEC's website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
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