Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In connection with the preparation of its financial statements as of September
30, 2021, the management of LightJump Acquisition Corporation (the "Company")
has re-evaluated the Company's application of ASC 480-10-S99-3A to its
accounting classification of the redeemable shares of its common stock, par
value $0.0001 per share (the "Public Shares"), issued as part of the units sold
in the Company's initial public offering on January 12, 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. 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.
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 Company evaluated the changes and has determined that the
related impacts were material to the previously presented financial statements.
Therefore, the Company, in consultation with its Audit Committee, concluded that
its previously issued financial statements as of January 12, 2021, March 31,
2021 and June 30, 2021 should be restated to report all Public Shares as
temporary equity. As such the Company restated those periods in its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, filed
with the SEC on November 22, 2021.
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 LLP, the Company's independent registered accounting firm.
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