Item 4.02
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Non-Reliance on Previously Issued Financial Statement and Related Audit Report.
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On December 9, 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 20, 2021 (the "Post IPO Balance Sheet"), filed as Exhibit 99.1 to
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 26,
2021; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended March
31, 2021, filed with the SEC on May 17, 2021; (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 no longer be relied upon. Since the Company’s initial public offering (“IPO”),
the Company has considered the shares of Class A common stock subject to possible redemption to be equal to the redemption value
of $10.00 per share of Class A common stock 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 shares of Class A common stock 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 all Class A common stock is subject to possible
redemption, resulting in the Class A common stock being classified as temporary equity in its entirety and recorded at its 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, the
Company's independent registered public accounting firm.
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
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 will restate its financial statements for the Affected
Periods in future filings.
The Company's management
has concluded that 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 plan with respect to such material weakness will be described in
the Company’s amended Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021.
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 Okada Manila International Inc. (“OMI”) 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 OMI. 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 OMI 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 OMI; 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 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.