Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) In light of recent comment letters issued by the U.S. Securities and
Exchange Commission (the "SEC"), the management of L Catterton Asia Acquisition
Corp (the "Company") has re-evaluated the Company's application of ASC
480-10-S99-3A to its accounting classification of the redeemable shares of Class
A common stock, par value $0.0001 per share (the "Public Shares"), issued as
part of the units sold in the Company's initial public offering (the "IPO") on
March 12, 2021. Historically, a portion of the Public Shares was classified as
permanent equity to maintain net tangible assets greater than $5,000,000 on the
basis that the Company will consummate its initial business combination only if
the Company has net tangible assets of at least $5,000,001. Pursuant to such
re-evaluation, the Company's management has determined that the Public Shares
include certain provisions that require classification of the Public Shares as
temporary equity regardless of the minimum net tangible assets required to
complete the Company's initial business combination.
Therefore, on November 22, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee") concluded
that the Company's previously issued (i) audited balance sheet as of March 15,
2021, as previously restated in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021
and amended on June 4, 2021 (collectively, the "Q1 Form 10-Q"), (ii) unaudited
interim financial statements included in the Q1 Form 10-Q and (iii) unaudited
interim financial statements included in the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August
11, 2021 (collectively, the "Affected Periods"), should be restated to report
all Public Shares as temporary equity and should no longer be relied upon. As
such, the Company has restated its financial statements for the Affected Periods
in the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, filed with the SEC on November 22, 2021 (the "Q3 Form
10-Q"), as described therein.
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 IPO (the "Trust Account").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness is described in more detail in the Q3 Form 10-Q.
The Company's Audit Committee has discussed the matters disclosed in this Item
4.02(a) with the Company's independent registered public accounting firm, Marcum
LLP.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number
of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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