Item 4.02 Non-Reliance on Previously Issued Financial Statement and Audit Report.

On April 14, 2022, the audit committee of the Company's board of directors (the "Audit Committee"), based on the recommendation of and after consultation with management, concluded that (i) the 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 1, 2021 and restated November 22, 2021; (ii) the 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 24, 2021 and restated November 22, 2021 and (iii) 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 22, 2021 (collectively, the "Affected Periods") should no longer be relied upon due to the vesting terms of the Company's Security Assignment Agreement with directors that were not properly evaluated and recorded.

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 March 31, 2021, June 30, 2021 and September 30, 2021 filed with the SEC.

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, Marcum LLP.

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
from January 27, 2021 (inception) through
March 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
from January 27, 2021 (inception) through
June 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



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Statement of Operations for the period from
January 27, 2021 (inception) through
September 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 from January 27, 2021
(inception) through March 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 from
January 27, 2021 (inception) through
March 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 from
January 27, 2021 (inception) through
June 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 from
January 27, 2021 (inception) through
September 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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