Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 17, 2021, the audit committee of the board of directors of JOFF
Fintech Acquisition Corp. (the "Company") concluded, after discussion with the
Company's management and with the Company's independent registered public
accounting firm, Marcum LLP, ("Marcum"), that (i) the Company's audited balance
sheet as of February 9, 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 February 16, 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 June 11, 2021, and (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, should no longer be relied upon
due to the reclassification of all of the Company's Class A common stock as
temporary equity.
The Company's Chief Executive Officer 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 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 complex financial instruments
including the proper accounting for warrants as liabilities and the proper
classification of redeemable shares of Class A common stock as temporary equity.
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 of the Company's financial
statements identified above in Note 2 of the financial statements included in
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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