Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On November 12,
2021, Ribbit LEAP, Ltd. (the “Company”) filed its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3
Form 10-Q”), which included in Note 2, Revision to Previously Reported Financial Statements (“Note 2”), a discussion
of the revision to a portion of the Company’s previously issued financial statements for the classification of its Class A ordinary
shares subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”). As described
in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares subject to redemption as permanent equity to
maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only
if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined
that the Class A ordinary shares subject to redemption included certain provisions that require classification of the Class A ordinary
shares subject to redemption as temporary equity regardless of the minimum net tangible assets required to complete the Company’s
initial business combination. As a result, management corrected the error by revising all Class A ordinary shares subject to redemption
as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption
with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.
Also in Note 2
of the Company’s Q3 Form 10-Q, in connection with the change in presentation for the Class A ordinary shares subject to possible
redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between (i) Class A ordinary shares subject to possible redemption and (ii) Class B non-redeemable ordinary shares and Class A non-redeemable
ordinary shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.
As described above,
originally, the Company determined the changes were not qualitatively material to the Company’s previously issued financial
statements and revised its previously issued financial statements in Note 2 to its Q3 Form 10-Q. However, upon further consideration
of the material nature of the changes, the Company determined the change in classification of the Class A ordinary shares subject to
redemption and change to its presentation of earnings per share is material quantitatively and the Company should restate its
previously issued financial statements.
Therefore, on February 16, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion
with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of September 15, 2020 (the "Post IPO Balance Sheet"),
filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 18, 2020; (ii) unaudited
interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2020, filed with the SEC on November 9, 2020; (iii) audited financial statements included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2020, as amended (the "10-K/A"), filed with the SEC on May 17, 2021; (iv)
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 May 17, 2021; and (v) 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 (collectively, the
“Affected Periods”), should be restated and should no longer be relied upon. Similarly, other communications describing
the Company’s financial statements and other related financial information covering the Affected Periods should no longer be
relied upon.
Additionally, the Audit
Committee determined that it is appropriate to file (i) an amendment to its Q3 Form 10-Q (the “Q3 Form 10-Q/A”),
including restated unaudited interim financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021; (ii) a
restated Note 2 to the unaudited interim financial statements and Item 4 of Part I of the Q3 Form 10-Q; (iii) a second amendment to
its Annual Report on Form 10-K, including restated audited financial statements for the year ended December 31, 2020, restated
unaudited interim financial statements for the quarterly period ended September 30, 2020, and a restated balance sheet as of
September 15, 2020; and (iv) a restated Note 2 to the audited financial statements and Item 9A of Part II of the Annual Report on
Form 10-K/A, in each case, reflecting the restatement of the Class A ordinary shares subject to possible redemption and the change
to its presentation of earnings per share, as soon as practicable.
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.
After re-evaluation,
the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s
internal control over financial reporting for complex securities during the Affected Periods and that the Company’s disclosure controls
and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more
detail in the Q3 Form 10-Q/A and the second amendment to the Annual Report on Form 10-K/A.
The Audit Committee has discussed
the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Frank, Rimerman + Co. LLP, the Company’s
independent registered public accounting firm.
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 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 Company’s intent to
restate certain historical financial statements and the timing and impact of the restatement and the filing of Amendment No. 2 to the
Annual Report on Form 10-K/A and Amendment No. 1 to Q3 Form 10-Q. 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.