Item 4.02. Non-Reliance on Previously Issued Financial Statements.
The management of Aequi Acquisition Corp., a Delaware corporation (the
"Company"), in consultation with its advisors, identified an error made in
certain of its previously issued financial statements, arising from the manner
in which, as of the closing of the Company's initial public offering (the
"IPO"), the Company valued its Class A common stock subject to possible
redemption. The Company previously determined the value of such Class A common
stock to be equal to the redemption value of such shares, after taking into
consideration the terms of the Company's Amended and Restated Certificate of
Incorporation, under which a redemption cannot result in net tangible assets
being less than $5,000,001. Management has now determined, after consultation
with its advisors, that the Class A common stock underlying the units issued in
the IPO can be redeemed or become redeemable subject to the occurrence of future
events considered to be outside the Company's control. Therefore, management has
concluded that the redemption value of its Class A common stock subject to
possible redemption should reflect the possible redemption of all Class A common
stock. As a result, management has noted a reclassification error related to
temporary equity and permanent equity, which has resulted in a restatement of
the initial carrying value of the Class A common stock subject to possible
redemption, with the offset recorded to additional paid-in capital (to the
extent available), accumulated deficit and Class A common stock.
On November 24, 2021, the Company's audit committee concluded, after discussion
with the Company's management and its advisors, that the Company's audited
balance sheet as of November 24, 2020, the Company's audited financial
statements for the year ended December 31, 2020 included in the Company's Form
10-K and the Company's unaudited condensed financial statements included in the
Company's Form 10-Qs for the quarterly periods ended March 31, 2021, June 30,
2021 and September 30, 2021 should no longer be relied upon due to the
reclassification described above and should be restated to report all public
shares as temporary equity.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in the trust account.
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 plan with respect to
such material weakness is described in more detail in the upcoming periodic
filing with the Securities and Exchange Commission. The Company's management and
audit committee have discussed the matters disclosed in this Current Report on
Form 8-K pursuant to this Item 4.02 with its independent registered public
accounting firm.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 24, 2021, Joy Seppala resigned as the Chief Financial
Officer, Secretary and a Director of the Company. Ms. Seppala's resignation was
not the result of any disagreement with the Company or the Board of Directors on
any matter relating to the Company's operations, policies or practices. Hope
Taitz, the Company's Chief Executive Officer, will now also serve as the
Company's interim Chief Financial Officer.
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AEQUI ACQUISITION CORP. 
