Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit Report.
On December 15, 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 revision to the (i) 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 12, 2021, and (ii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively,
the “Affected Periods”), should be restated and should no longer be relied
upon. In addition, the audit report of WithumSmith+Brown, PC (“Withum”), the Company’s
independent registered public accounting firm, included in the Current Report on Form 8-K filed with the SEC on May 21, 2021 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.
The Company does not expect any of the above changes will have any
impact on its cash position and investments 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 Withum.
As such, the Company has restated its financial statements for the
Affected Periods in the Company’s Q3 Form 10-Q, as described therein.
Cautionary Statements Regarding Forward-Looking Statements
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 investments 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.