Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Alberton Acquisition corporation (the "Company") recently re-evaluated the
Company's application of ASC 480-10-S99-3A to its accounting classification of
the redeemable ordinary shares, no par value (the "Public Shares"), issued as
part of the units sold in the Company's initial public offering (the "IPO") on
October 26, 2018 and in connection with the partial exercise of the
over-allotment option on November 20, 2018. Historically, a portion of the
Public Shares was classified as permanent equity to maintain stockholders'
equity greater than $5 million on the basis that the Company will not redeem its
Public Shares in an amount that would cause its net tangible assets to be less
than $5,000,001, as described in the Company's amended and restated memorandum
and articles of association (the "Charter"). Pursuant to such re-evaluation, the
Company's management has determined that the Public Shares include certain
provisions that require classification of all of the Public Shares as temporary
equity regardless of the net tangible assets redemption limitation contained in
the Charter. This has resulted in a restatement of the initial carrying value of
the Public Shares subject to possible redemption, with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit and
shares of Public Shares.
On December 2, 2021, the Company's audit committee (the "Audit Committee"),
based on the recommendation of, and after consultation with, the Company's
management, and as discussed with its Independent Registered Public Accounting
Firm, concluded that the Company's financial statements for the periods ended
March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31,
2020, June 30, 2020, September 30, 2020, December 31, 2020 March 31, 2021, June
30, 2021 and September 30, 2021 (the "Non-Reliance Periods"), as reported in the
Company's Quarterly and Annual Reports on Form 10-Qs and 10-Ks filed on May 15,
2019, August 12, 2019, November 13, 2019, March 16, 2020, May 11, 2020, August
10, 2020, November 9, 2020, April 6, 2021, June 22, 2021, August 16, 2021 and
November 15, 2021, respectively, should no longer be relied upon due to the
misclassification of the Company's Public Shares. Similarly, the Report of
Independent Registered Public Accounting Firm dated April 5, 2021 and March 16,
2020 on the financial statements as of December 31, 2020 and December 31, 2019,
respectively, and for the years ended December 31, 2020 and December 31, 2019,
respectively, and any communications describing relevant portions of the
Company's financial statements for the Non-Reliance Periods should no longer be
relied upon.
As a result, the Company will restate its historical financial results for the
Non-Reliance Periods to reflect the classification of its Public Shares as
temporary equity (the "Restatement"). The Company anticipates filing Amendment
No. 2 to the Annual Report on Form 10-K for the year ended December 31, 2020 and
an amendment to each of its quarterly reports on Form 10-Q filed for the periods
ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively, to
reflect the restatement by December 3, 2021 or shortly thereafter .
The restatement does not have an impact on its cash position and cash held in
the trust account established in connection with the IPO (the "Trust Account").
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02 with the Company's independent registered public accounting
firm.
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