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Item 4.02
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Non-Reliance on Previously Issued Financial Statement and Related Audit Report.
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On November 17, 2021, the Company’s management and the audit
committee of the Company’s board of directors (the “Audit Committee”), after discussion with Marcum LLP (“Marcum”),
the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance
sheet as of March 12, 2021, as previously restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on June 2, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements included
in the Q1 Form 10-Q and (iii) 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 16, 2021 (collectively, the “Affected Periods”), should
no longer be relied upon due to a reclassification of the Company’s temporary and permanent equity and resulting restatement of
the initial carrying value of the Company’s Class A ordinary shares subject to possible redemption (and related changes). In addition,
the audit report of Marcum included in the Current Report on Form 8-K filed with the SEC on March 18, 2021 should no longer be relied
upon. The reclassification has resulted from a determination by the Company’s management that the Class A ordinary shares issued
in connection with its initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered
to be outside of the Company’s control. Therefore, the Class A ordinary shares subject to possible redemption should be valued at
$10.00 per share and should not take into account the fact that a redemption of Class A ordinary shares cannot result in net tangible
assets being less than $5,000,001.
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 (the “Trust Account”).
As such, the Company has restated its financial statements for the
Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the
SEC on November 19, 2021 (the “Q3 Form 10-Q”), as described therein.
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. The Company’s remediation with respect
to such material weakness is described in more detail in the Q3 Form 10-Q.
The Company’s management and the Audit Committee have discussed
the matters disclosed in this Current Report on Form 8-K with Marcum.
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 cash 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.