Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit
Report.
In preparation of the unaudited interim financial statements of JAWS Juggernaut
Acquisition Corp., for the quarterly period ended September 30, 2021, the
Company concluded it should revise its previously filed financial statements to
classify all Class A ordinary shares, par value $0.0001 per share ("Class A
ordinary shares"), subject to possible redemption in temporary equity and to
revise its presentation of earnings per share. In accordance with Securities and
Exchange Commission (the "SEC") and its staff's guidance on redeemable equity
instruments in ASC 480-10-S99, redemption provisions not solely within the
control of the Company require ordinary shares subject to redemption to be
classified outside of permanent equity. Since the Company's initial public
offering ("IPO"), the Company classified a portion of the Class A ordinary
shares 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.
Previously, the Company did not consider redeemable shares classified as
temporary equity as part of net tangible assets. The Company revised this
interpretation to include temporary equity in net tangible assets. In connection
with the change in presentation for the Class A ordinary shares subject to
possible redemption, the Company concluded it should revise its earnings per
share calculation to allocate income and losses shared pro rata between the two
classes of shares. This presentation differs from the previously presented
method of earnings per share, which was similar to the two-class method.
After further consideration of the impact of the errors that led to the revised
financial statements, on January 11, 2022, the Company's management (the
"Management") and the audit committee of the Company's board of directors (the
"Audit Committee"), concluded that the Company's previously issued (i) audited
balance sheet as of June 22, 2021 (the "Post IPO Balance Sheet"), as initially
reported in the Company's Current Report on Form 8-K filed with the SEC on June
28, 2021; and (ii) unaudited interim financial statements for the quarterly
period ended June 30, 2021, initially reported in the Company's Form 10-Q filed
with the SEC on August 16, 2021 and previously reported as revised in the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 2021
filed with the SEC on November 12, 2021 (the "Original Q3 Form 10-Q"); and
(iii) footnote 2 to the unaudited interim financial statements and Item 4 of
Part 1 included in the Company's Original Q3 Form 10-Q (collectively, the
"Affected Periods") , should be restated to report all public shares as
temporary equity and to change the presentation of earnings per share and should
no longer be relied upon (periods in (ii) and (iii), the "Quarterly Affected
Periods"). 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 June 28, 2021 should no longer
be relied upon.
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.
Management has concluded that a material weakness remains in the Company's
internal control over financial reporting and that the Company's disclosure
controls and procedures were not effective. As a result of that reassessment, we
determined that our disclosure controls and procedures for such periods were not
effective with respect to our control around the interpretation and accounting
for certain complex features of the Class A ordinary shares issued by the
Company.
As such, the Company will restate its unaudited interim financial statements for
the Affected Periods in the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2021.
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.
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