Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Review
(a) On November 30, 2021, the management of Natural Order Acquisition Corp. (the
"Company") and the audit committee of the Company's board of directors (the
"Audit Committee") concluded that the Company's previously issued (i) balance
sheet as of November 13, 2020 included in the Company's Current Report on Form
8-K filed with the SEC on November 19, 2020, (ii) financial statements for the
period from August 10, 2020 (inception) through December 31, 2020 included in
the Company's 10-K 2021 and amendment no. 1 thereto, (iii) unaudited interim
financial statements as of and for the three months ended March 31, 2021
included in the Company's Quarterly Report on Form 10-Q filed with the SEC on
May 24, 2021, (iv) unaudited interim financial statements as of and for the
three and six months ended June 30, 2021 included in the Company's Quarterly
Report on Form 10-Q filed with the SEC on August 12, 2021 and (v) unaudited
interim financial statements as of and for the three and nine months ended
September 30, 2021 included in the Company's Quarterly Report on Form 10-Q filed
with the SEC on November 15, 2021, respectively (collectively, the "Affected
Periods"), should no longer be relied upon due to the reclassification of the
Company's temporary and permanent equity and resulting restatement of the
initial carrying value of the Company's common stock subject to possible
redemption (and related changes). The reclassification has resulted from a
determination by the Company's management that the common stock issued in
connection with its initial public offering ("Initial Public Offering") can be
redeemed or become redeemable subject to the occurrence of future events
considered to be outside of the Company's control. Therefore, the common stock
subject to possible redemption should be valued at $10.00 per share and should
not take into account the fact that a redemption of common stock cannot result
in net tangible assets being less than $5,000,001.
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's management has concluded that in light of the misclassification
described above, a material weakness remains in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective.
The Audit Committee and the Company's management have discussed the matters
disclosed in this Current Report on Form 8-K with its independent registered
public accounting firm, WithumSmith+Brown, PC.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. 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 Company's cash position and cash held in its trust
account. These statements are based on current expectations on the date of this
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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NATURAL ORDER ACQUISITION CORP. 
