The management of the Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting
classification of the redeemable 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 March 26, 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 has 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.
Therefore, on November 15, 2021, the Company’s management and the audit committee of the Company’s board of directors
(the “Audit Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of March 8, 2021, as previously
restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements included 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 16, 2021 (collectively, the “Affected Periods”), should be restated to
report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company has restated its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2021, filed with the SEC on November 15, 2021 (the “Q3 Form 10-Q”), as described therein.
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 (the “Trust Account”).
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 steps the Company has taken to remediate such material weakness is described in more detail in
the 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.
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.