Item 4.02.Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 24, 2021, the Audit Committee of the Board of Directors of Queen's
Gambit Growth Capital, a Cayman Islands exempted company (the "Company"), after
discussion with the Company's management and its advisors, concluded that the
Company's previously issued revision to the (i) audited balance sheet as of
January 22, 2021 initially reported in the Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on January 28, 2021, (ii)
unaudited interim financial statements for the quarterly period ended March 31,
2021 initially reported in the Company's Quarterly Report on Form 10-Q filed
with the SEC on June 29, 2021, and (iii) unaudited interim financial statements
for the quarterly period ended June 30, 2021 initially reported in the Company's
Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021
(collectively, the "Affected Periods") should be restated due to a
reclassification of the Company's temporary and permanent equity and resulting
restatement of the initial carrying value of the Company's Class A ordinary
shares subject to possible redemption (and related changes). The
reclassification has resulted from a determination by the Company's management
that the Class A ordinary shares issued in connection with its initial public
offering ("IPO") can be redeemed or become redeemable subject to the occurrence
of future events considered to be outside of the Company's control. Therefore,
the Class A ordinary shares subject to possible redemption should be valued at
$10.00 per share and should not take into account the fact that a redemption of
Class A ordinary shares 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 IPO.
While the Company adopted this change in the unaudited interim financial
statements for the quarterly period ended September 30, 2021 included in the
Company's Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021,
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 is restating its
financial statements for the Affected Periods in the Company's Quarterly Report
on Form 10-Q/A for the quarterly period ended September 30, 2021, filed with the
SEC on November 24, 2021 (the "Q3 Form 10-Q/A"), as described therein.
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 with respect to such
material weakness is described in more detail in the Q3 Form 10-Q/A.
The Company has discussed the matters disclosed in this Current Report on
Form 8-K with its independent registered public accounting firm,
WithumSmith+Brown, PC.
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