Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
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.
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