Item 4.02 Non-Reliance on Previously Issued Financial Statement and Audit Report.
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.
As such, the Company intends to restate the financial statements for the
Affected Periods in amendments to its Quarterly Reports on Form 10-Q for the
quarterly periods ended
The Company had previously reported a material weakness in our internal control over financial reporting related to our accounting for complex financial instruments. The material weakness over the evaluation of vesting terms and recording of stock compensation expense is in addition to that previously reported material weakness. Management understands that the accounting standards applicable to our financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters. The Company's remediation with respect to such material weakness will be described in more detail in the Form 10-K.
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
Company's independent registered public accounting firm,
Refer to the following chart for additional information as to the accounting impact of these adjustments to the Company's Financial Statements for the Affected Periods:
As Previously Reported Adjustment As Restated Statement of Operations for the period fromJanuary 27, 2021 (inception) throughMarch 31, 2021 Stock compensation expense $ -$ 267,150 $ 267,150 Net income$ 280,867 $ (267,150 ) $ 13,717 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.04$ (0.04 ) $ 0.00 Basic and diluted net income per share, Class B ordinary shares $ 0.04$ (0.04 ) $ 0.00 Statement of Operations for the period fromJanuary 27, 2021 (inception) throughJune 30, 2021 Stock compensation expense $ -$ 267,150 $ 267,150 Net income$ 3,519,217 $ (267,150 ) $ 3,252,067 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.20$ (0.01 ) $ 0.19 Basic and diluted net income per share, Class B ordinary shares $ 0.20$ (0.01 ) $ 0.19 1
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Statement of Operations for the period fromJanuary 27, 2021 (inception) throughSeptember 30, 2021 Stock compensation expense $ -$ 267,150 $ 267,150 Net income$ 7,680,775 $ (267,150 ) $ 7,413,625 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption$ 0.38 $ (0.01 ) $ 0.37 Basic and diluted net income per share, Class B ordinary shares$ 0.38 $ (0.01 ) $ 0.37 Statement of Changes in Shareholders' Equity for the period fromJanuary 27, 2021 (inception) throughMarch 31, 2021 Stock compensation expense $ -$ 267,150 $ 267,150 Accretion of Class A ordinary shares to redemption value - APIC$ (587,759 ) $ (267,150 ) $ (854,909 ) Net income$ 280,867 $ (267,150 ) $ 13,717 Accretion of Class A ordinary shares to redemption value - Accumulated deficit$ (13,019,284 ) $ 267,150 $ (12,752,134 ) Statement of Cash Flows for the period fromJanuary 27, 2021 (inception) throughMarch 31, 2021 Net income$ 280,867 $ (267,150 ) $ 13,717 Adjustments to reconcile net income to net cash used in operating activities - Stock compensation expense $ -$ 267,150 $ 267,150 Statement of Cash Flows for the period fromJanuary 27, 2021 (inception) throughJune 30, 2021 Net income$ 3,519,217 $ (267,150 ) $ 3,252,067 Adjustments to reconcile net income to net cash used in operating activities - Stock compensation expense $ -$ 267,150 $ 267,150 Statement of Cash Flows for the period fromJanuary 27, 2021 (inception) throughSeptember 30, 2021 Net income$ 7,680,775 $ (267,150 ) $ 7,413,625 Adjustments to reconcile net income to net cash used in operating activities - Stock compensation expense $ -$ 267,150 $ 267,150 Forward Looking Statements
This Current Report on Form 8-K 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 and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K 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 the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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