Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit
Report.
On December 22, 2021, management ("Management") of TZP Strategies Acquisition
Corp. (the "Company") and the audit committee of the Company's board of
directors (the "Audit Committee"), concluded that due to a reclassification of
the Company's temporary and permanent equity, the Company's previously issued
(i) 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 3, 2021, (ii) 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 12, 2021 and (iii) Note 2 to the
unaudited interim financial statements ("Note 2") and Item 4 of Part 1 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 12, 2021 (collectively, the
"Affected Periods"), should be restated and should no longer be relied upon. In
addition, the audit report of WithumSmith+Brown, PC ("Withum"), the Company's
independent registered public accounting firm, included in the Current Report on
Form 8-K filed with the SEC on January 28, 2021 should no longer be relied upon.
From the Company's initial public offering ("IPO") through the filing of the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, the Company has considered the Class A ordinary shares
subject to possible redemption to be equal to the redemption value of $10.00 per
Class A ordinary share while also taking into consideration a redemption cannot
result in net tangible assets being less than $5,000,001. Previously, the
Company did not consider redeemable stock classified as temporary equity as part
of net tangible assets. Upon further analysis, Management has determined that
the Class A ordinary shares issued during the IPO and pursuant to the exercise
of the underwriters' overallotment can be redeemed or become redeemable subject
to the occurrence of future events considered outside the Company's control.
Therefore, Management concluded that the redemption value should include all
Class A ordinary shares subject to possible redemption, resulting in the Class A
ordinary shares subject to possible redemption being equal to their redemption
value.
The Company does not expect any of the above changes will have any impact on its
cash position and investments held in the trust account established in
connection with the Company's initial public offering. The Company's Management
and the Audit Committee have discussed the matters disclosed in this Form 8-K
with Withum.
As such, the Company will restate its financial statements for the Affected
Periods in future filings.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. 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 Company's cash position and investments held in its
trust account. These statements are based on current expectations on the date of
this 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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