Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As previously disclosed, in preparation of the financial statements of Lazard
Growth Acquisition Corp. I (the "Company") as of and for the quarterly period
ended September 30, 2021, the Company re-evaluated the Company's application of
ASC 480-10-S99-3A to its accounting classification of its Class A ordinary
shares, 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 February 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 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. The Company determined at the time that this error
was not material to previously filed financial statements and, therefore, in its
financial statements for the quarterly period ended September 30, 2021 in its
Form 10-Q for the quarterly period ended September 30, 2021 (the "Q3 Form
10-Q"), the Company revised the unaudited condensed interim financial
information as of March 31, 2021 and June 30, 2021 to classify all Class A
ordinary shares as temporary equity. Subsequently, as described below,
management re-evaluated the Company's application of ASC 480-10-S99-3A and
determined that the prior classification of a portion of the Public Shares as
permanent equity was a material error.
On December 13, 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 February 12, 2021,
filed with the SEC on February 19, 2021, (ii) unaudited condensed interim
financial statements included in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2021, filed with the SEC on May 12, 2021,
(iii) unaudited condensed 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 9, 2021 and (iv) Note 2 to the unaudited condensed
financial statements included in the Q3 Form 10-Q (collectively, the "Affected
Periods"), should be restated to report all Public Shares as temporary equity
and should no longer be relied upon. As a result, the Company expects to restate
its financial statements for the Affected Periods to indicate that the
classification error is a restatement and not a revision, in an amended
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,
which the Company plans to file as soon as practicable (the "Amended Q3 Form
10-Q").
The Company does not expect that any of the above changes will have any impact
on its previously reported total assets, results of operations or cash flows or
on its cash position and cash held in the trust account established in
connection with the IPO.
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 will be described in more detail in the Amended Q3 Form
10-Q.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
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
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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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