Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 12, 2021, CleanTech Acquisition Corp. (the "Company") filed its
Form 10-Q for the quarterly period ended September 30, 2021 (the "Q3 Form
10-Q"). In connection with the audit of the Company's annual financial
statements as of and for the year ended December 31, 2021, the Company's
auditors, WithumSmith+Brown, PC, identified an error made in the Q3 Form 10-Q
arising from the Company's incorrect allocation of proceeds from the Company's
initial public offering (the "Initial Public Offering") to the issued Rights. As
such, the Company had to reassess the allocation of the proceeds and costs
related to the Initial Public Offering, consummated on July 19, 2021.
Additionally, this change in allocation led to a change in the Company's
valuation of the public and private warrants as of the Initial Public Offering
date, and the subsequent operating gain (loss) around the change in the fair
value of the warrant liabilities in the Q3 Form 10-Q.
On March 28, 2022, the Company and the audit committee of the Company's board of
directors (the "Audit Committee"), after discussion with Company management,
concluded that the Company's previously issued (i) audited balance sheet as of
July 19, 2021 included in the Company's Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission (the "SEC") on July 23, 2021 (the
"Audited Balance Sheet"), and (ii) unaudited interim financial statements
included in the Q3 Form 10-Q (collectively, the "Affected Periods" and clause
(i) only, the "Affected Quarterly Period") should no longer be relied upon and
that it is appropriate to restate the Company's financial statements for the
Affected Periods. As such, the Company intends to restate its financial
statements for the Affected Quarterly Period in Amendment No. 1 to the Company's
Q3 Form 10-Q to be filed with the SEC (the "Q3 Form 10-Q/A") as soon as
practicable. The Q3 Form 10-Q/A will include a restatement of the unaudited
interim condensed financial statements for the Affected Quarterly Period. In
addition, the Company intends to restate the Audited Balance Sheet in a future
filing with the SEC.
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 Initial Public Offering.
The Company has concluded that in light of the error described above, a material
weakness exists in the Company's internal control over financial reporting for
accounting for complex financial instruments 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.
The Company and the Audit Committee have discussed the matters disclosed in this
Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith + Brown,
PC, the Company's independent registered public accounting firm.
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