Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On February 24, 2022, SPK filed its Form 10-K for the annual period ending
December 31, 2021 (the "10-K"), which included in Note 9 - Revision of Prior
Period Financial Statements ("Note 9"), a discussion of the revision to a
portion of the Company's previously issued financial statements.
As described in Note 9, in accordance with SEC Staff Accounting Bulletin No. 99,
"Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements" (the "SEC Bulletins") the Company identified errors
on the Post-IPO Balance Sheet.
Management corrected the error by revising all shares of Common Stock subject to
redemption as temporary equity. This resulted in an adjustment to the initial
carrying value of the shares of Common Stock subject to possible redemption with
the offset recorded to additional paid-in capital (to the extent available),
accumulated deficit and shares of Common Stock. The Company has corrected such
error by adjusting its balance sheet and classified all public shares of Common
Stock as redeemable. These changes were reflected in the Company's Annual Report
as filed on Form 10-K for the year ended December 31, 2021.
Management held discussions about the matters disclosed in this filing with UHY
LLP ("UHY"), the Company's independent registered public accounting firm, and
our audit committee was informed of this discussion. The conclusion of
non-reliance of the financial statements was reached on May 18, 2022, and the
Original Form 8-K was filed on May 24, 2022. The Company's management also
decided that the Company's Post-IPO Balance Sheet should be restated to reflect
that all public shares of SPK should be reclassified as redeemable.
Effect of Restatements
The Post-IPO Balance Sheet is hereby superseded by Exhibit 99.1 to this
Amendment No. 2 to 8-K/A.
Exhibit 99.1 to this 8-K/A reflects the financial position of the Company as of
June 10, 2021, and does not reflect events occurring after that date or modifies
or updates disclosures in any way other than as required to reflect the
restatement described herein as of that date. Accordingly, this 8-K/A should be
read in conjunction with the multiple additional filings we have made with the
SEC since that date.
The Company's management has discussed the matters disclosed in this Amendment
No. 2 to 8-K/A pursuant to this Item 4.02 with UHY.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Restated Audited Balance Sheet as of June 10, 2021.
© Edgar Online, source Glimpses