Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit
Report.
On December 6, 2021, the Company's management (the "Management") and the audit
committee of the Company's board of directors (the "Audit Committee"), concluded
that due to a reclassification of the Company's temporary and permanent equity,
the Company's previously issued (i) audited balance sheet as of January 12, 2021
(the "Post IPO Balance Sheet"), as initially reported as revised in the
Company's Form 10-Q for the quarterly period ended March 31, 2021 filed with the
Securities and Exchange Commission (the "SEC") on May 24, 2021 ("Q1 Form 10-Q")
and previously reported as revised in the Company's Quarterly Report on Form
10-Q for the period ended September 30, 2021, filed with the SEC on November 15,
2021 (the "Q3 Form 10-Q"); (ii) unaudited interim financial statements for the
quarterly period ended March 31, 2021, initially reported 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 13, 2021 (collectively, the "Affected Periods"),
should no longer be relied upon. Since the Company's initial public offering
("IPO"), the Company has considered the Class A ordinary shares subject to
possible redemption to be equal to the redemption value of $10.00 per Class A
ordinary share while also taking into consideration a redemption cannot result
in net tangible assets being less than $5,000,001. Previously, the Company did
not consider redeemable stock classified as temporary equity as part of net
tangible assets. Upon further analysis, Management has determined that the
Class A ordinary shares issued during the IPO and pursuant to the exercise of
the underwriters' overallotment can be redeemed or become redeemable subject to
the occurrence of future events considered outside the Company's control.
Therefore, Management concluded that the redemption value should include all
Class A ordinary shares subject to possible redemption, resulting in the Class A
ordinary shares subject to possible redemption being equal to their redemption
value. In addition, effective with its financial statements for quarterly period
ended September 30, 2021, the Company determined it should restate its earnings
per share calculation to allocate income and loss shared pro rata between the
two classes of shares.
The restatement does not have an impact on the Company's cash position and cash
held in the trust account established in connection with the IPO. The Company's
Management and the Audit Committee have discussed the matters disclosed in this
Form 8-K with WithumSmith+Brown, PC.
While the Company adopted the above changes in the unaudited interim financial
statements for the quarterly period ended September 30, 2021 included in the
Company's Q3 Form 10-Q, the Company presented the reclassification as a revision
that did not require the restatement of previously issued financial statements.
The Company has subsequently determined that such reclassification should be
considered a restatement rather than a revision. As such, the Company will
restate its financial statements for the Affected Periods in future filings.
Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking
statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act that are based on beliefs and assumptions and on
information currently available. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate," "continue,"
"ongoing," "target," "anticipate," "intend," "expect," "could," "should,"
"would," "plan," "predict," "potential," "project," "seem," "seek," "future,"
"outlook" or the negative or plural of these words, or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters, although not all forward-looking statements contain these
words. These forward-looking statements include, but are not limited to,
statements regarding future events, the proposed business combination between
the Acorns Grow Incorporated ("Acorns") and the Company (the "Business
Combination"), the estimated or anticipated future results and benefits of the
combined company following the Business Combination, including the likelihood
and ability of the parties to successfully consummate the Business Combination,
future opportunities for the combined company, and other statements that are not
historical facts. These statements are based on the current expectations of the
Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on, by any investor as a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company and Acorns. These statements are subject
to a number of risks and uncertainties regarding the Company's businesses and
the Business Combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to, general economic, political
and business conditions; the inability of the parties to consummate the Business
Combination; the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the Business Combination; the receipt
of an unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; the risk that
the approval of the shareholders of the Company or Acorns for the potential
transaction is not obtained; failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay in consummating the
potential transaction or difficulty in integrating the businesses of the Company
and Acorns; the risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the Business
Combination; the ability of the combined company to grow and manage growth
profitably and retain its key employees; the amount of redemption requests made
by the Company's shareholders; the inability to obtain or maintain the listing
of the post-acquisition company's securities on Nasdaq following the Business
Combination; costs related to the Business Combination; and those to be included
under the heading "Risk Factors" in the Registration Statement filed with the
SEC and those included under the heading "Risk Factors" in the annual report on
Form 10-K for year ended December 31, 2020 of the Company and other of the
Company's filings with the SEC. There may be additional risks that the Company
presently does not know or that the Company currently believes are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements provide the
Company's expectations, plans or forecasts of future events and views as of the
date of this communication. The Company anticipates that subsequent events and
developments will cause the Company's assessments to change. However, while the
Company may elect to update these forward-looking statements at some point in
the future, the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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