UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statements.
The management of Aequi Acquisition Corp., a Delaware corporation (the “Company”), in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering (the “IPO”), the Company valued its Class A common stock subject to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the Class A common stock underlying the units issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its Class A common stock subject to possible redemption should reflect the possible redemption of all Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity, which has resulted in a restatement of the initial carrying value of the Class A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.
On November 24, 2021, the Company’s audit committee concluded, after discussion with the Company’s management and its advisors, that the Company’s audited balance sheet as of November 24, 2020, the Company’s audited financial statements for the year ended December 31, 2020 included in the Company’s Form 10-K and the Company’s unaudited condensed financial statements included in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 should no longer be relied upon due to the reclassification described above and should be restated to report all public shares as temporary equity.
The Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account.
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 upcoming periodic filing with the Securities and Exchange Commission. The Company’s management and audit committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with its independent registered public accounting firm.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 24, 2021, Joy Seppala resigned as the Chief Financial Officer, Secretary and a Director of the Company. Ms. Seppala’s resignation was not the result of any disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices. Hope Taitz, the Company’s Chief Executive Officer, will now also serve as the Company’s interim Chief Financial Officer.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 26, 2021
| AEQUI ACQUISITION CORP. | |||
| By: | /s/ Hope S. Taitz | ||
| Name: | Hope S. Taitz | ||
| Title: | Chief Executive Officer | ||
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