AFAQU AF Acquisition Corporation

AF Acquisition Corporation (the “Company”) previously presented a portion of its Class A common stock subject to redemption (the “Class A Common Stock”) as permanent equity because the Company’s Amended and Restated Certificate of Incorporation does not permit redemptions of Class A Common Stock that would cause the Company’s net tangible assets to be less than $5,000,001. After discussion and evaluation, including with the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”), the Company has concluded that all Class A Common Stock should be classified as temporary equity because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control.

On November 15, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that (i) the Company’s audited balance sheet as of March 23, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021, (ii) its unaudited condensed financial statements as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021, (iii) its unaudited condensed financial statements as of June 30, 2021 contained in the Company’s Current Report on Form 10Q filed with the SEC on August 16, 2021, (the “Affected Periods”), should no longer be relied upon due to the restatement of the Company’s Class A common stock as temporary equity.

The Company’s Chief Executive Officer, President and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon their evaluation, the Company’s Chief Executive Officer, President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2021, due to the material weakness in analyzing the accounting for complex financial instruments. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Company reflected the restatements in Note 2 of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on November 19, 2021 and accordingly, management believes that the financial statements included in such report present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.