Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 23, 2021, the audit committee of the board of directors of DHB
Capital Corp., a Delaware corporation (the "Company"), concluded, after
discussion with the Company's management and its advisors, that (i) the
Company's audited balance sheet as of March 4, 2021 as previously issued in the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on March 10, 2021, (ii) the Company's unaudited financial
statements as of March 31, 2021 contained in the Company's Quarterly Report on
Form 10-Q filed with the SEC on May 24, 2021, (iii) the Company's unaudited
financial statements as of June 30, 2021 contained in the Company's Quarterly
Report on Form 10-Q filed with the SEC on August 13, 2021, and (iv) the
Company's unaudited financial statements as of September 30, 2021 contained in
the Company's Quarterly Report on Form 10-Q filed with the SEC on November 12,
2021, should no longer be relied upon due to the reclassification of the
Company's Class A common stock as temporary equity.
In light of the above, the Company management, in consultation with its
advisors, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based upon the
re-evaluation, the Company concluded that the Company's disclosure controls and
procedures were not effective during the period of time the error described
above persisted, due to a material weakness in internal controls over financial
reporting in analyzing 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
plans to restate the financial statements identified above in the Company's
Quarterly Report on Form 10-Q/A to be filed with the SEC as soon as practicable.
The audit committee discussed the above disclosed matters with the Company's
independent registered public accounting firm, WithumSmith+Brown, PC ("Withum").
Withum was provided with a copy of the disclosures made herein and was given the
opportunity to review these disclosures.
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