Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
In connection with the preparation of the financial statements of Tekkorp
Digital Acquisition Corp. (the "Company") as of September 30, 2021, the Company
reevaluated the classification of the Class A ordinary shares. The Company
previously determined 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 the requirement in the Company's amended and
restated memorandum and articles of association that a redemption cannot result
in the Company's net tangible assets being less than $5,000,001. Upon further
evaluation, the Company determined that the Class A ordinary shares issued
during the initial public offering include certain redemption features not
solely within the Company's control that, under Accounting Standards
Codification ("ASC") 480-10-S99, Distinguishing Liabilities from Equity, require
such shares to be classified as temporary equity, regardless of the minimum net
tangible assets required to complete the Company's initial business combination.
Therefore, on November 15, 2021, after consultation with Marcum LLP, the
Company's independent registered public accounting firm (the "Independent
Accountants"), the Company's management and audit committee of the board of
directors (the "Audit Committee") concluded that the Company's previously issued
audited balance sheet dated as of October 26, 2020, which was related to our
initial public offering, the audited financial statements included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2020 and the
unaudited interim financial statements included in our Quarterly Reports on Form
10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021
(collectively, the "Relevant Periods") should be restated to report all Class A
ordinary shares subject to possible redemption as temporary equity. Considering
such restatement, such financial statements, as well as the relevant portions of
any communication which describes or are based on such financial statements,
should no longer be relied upon. The Company is concurrently filing a Form 10-Q
for the period ended September 30, 2021 (the "Third Quarter Report"), which also
includes the restated financial statements for the Relevant Periods.
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 Company's remediation plan with respect to
such material weakness is described in more detail in the Third Quarter Report.
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 the
Independent Accountants.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, including those
relating to the filing of the Form 10-Q for the period ended September 30, 2021,
other than statements of historical fact included in this report are
forward-looking statements. When used in this report, words such as
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions,
as they relate to the Company or its management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available
to, the Company's management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors
detailed in the Company's filings with the SEC. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its
behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of
the Company's Annual Report on Form 10-K, as it may be amended, filed with the
SEC. Copies of such filings are available on the SEC's website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
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