Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Recently, the Staff of the Division of Corporation Finance of the SEC issued
comment letters to several special purpose acquisition companies addressing
certain accounting and reporting considerations related to redeemable equity
instruments of a kind similar to those issued by Tech and Energy Transition
Corporation (the "Company") under ASC 480-10-99. In light of these recent
comment letters, the Company's management, re-evaluated the Company's
application of ASC 480-10-99 to its accounting classification of the redeemable
Class A common stock issued as part of the units sold in the Company's initial
public offering (the "Public Shares"). Upon re-evaluation, the Company's
management determined that the Public Shares can be redeemed or become
redeemable subject to the occurrence of future events considered outside the
Company's control under ASC 480-10-S99. Therefore, the Company's management
concluded that all of the Public Shares should be classified as temporary equity
in their entirety. This resulted in an adjustment to the initial carrying value
of the Public Shares with the offset recorded to additional paid-in capital (to
the extent available), accumulated deficit and common stock.
The Company previously accounted for a portion of the Public Shares as permanent
equity to maintain its charter requirements to have net tangible assets of at
least $5,000,001 to effect a consummation of its initial business combination.
Presentation of a portion of the Public Shares as permanent equity was included
in the Company's audited balance sheet as of March 19, 2021, filed as an exhibit
to its Current Report on Form 8-K filed on March 25, 2021 (the "Original
Financial Statement"), the Company's annual report for the fiscal year ended
March 31, 2021 included in Form 10-K filed on July 1, 2021 ("March 31, 2021 Form
10-K") and the Company's quarterly report for the first quarter ended June 30,
2021 included in Form 10-Q filed on August 13, 2021 ("June 30, 2021 Form 10-Q").
On November 12, 2021, the Company determined that it had incorrectly classified
a portion of the Public Shares in the Original Financial Statement, March 31,
2021 Form 10-K and June 30, 2021 Form 10-Q. As a result, all Public Shares
should be recorded as temporary equity on the balance sheet within the
Commitments and Contingencies section.
The Company's accounting for the portion of the Public Shares as a component of
permanent equity instead of temporary equity did not have any effect on the
Company's previously reported investments held in trust, operating expenses,
cash flows or cash.
As a result, on November 15, 2021, after discussion with Marcum LLP ("Marcum"),
the Company's independent registered public accounting firm, the Company's audit
committee and board of directors concluded that the Original Financial
Statement, March 31, 2021 Form 10-K and June 30, 2021 Form 10-Q should no longer
be relied upon and are to be restated in order to correct the classification
error. In addition, the Company is restating its earnings per share calculation
for the fiscal quarters ended March 31, 2021 and June 30, 2021 as a result of
the restatement of the accounting classification of the Public Shares.
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. Accordingly, the Company will disclose the impact
of such restatement and its remediation plan with respect to such material
weakness in its quarterly report on Form 10-Q for the quarter ended September
30, 2021 and in an amended Form 10-K for the fiscal year ended March 31, 2021,
which the Company will file with the SEC as soon as practicable.
The Company's audit committee has discussed the matters disclosed in this
Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
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