UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02 | Non-Reliance on Previously Issued Financial Statement and Related Audit Report. |
On February 13, 2022, management (“Management”) of Software Acquisition Group Inc. III (the “Company”) 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 audited balance sheet as of August 2, 2021 filed with the Securities and Exchange Commission on August 6, 2021, should be restated and should no longer be relied upon. In addition, the audit report of Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, included in the Current Report on Form 8-K filed with the SEC on August 2, 2021 should no longer be relied upon.
At the time of the Company’s initial public offering (“IPO”), the Company considered the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock 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 common stock 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. Management performed a quantitative assessment under SAB 99 and concluded that a restatement is required of the Company’s financial statements to classify all Class A common stock subject to possible redemption as temporary equity. Management has also concluded that in light of the classification error described above, a material weakness exists in the Company’s internal controls over financial reporting and that the Company’s disclosure controls and procedures were not effective.
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 Company’s initial public offering. The Company’s Management and the Audit Committee have discussed the matters disclosed in this Form 8-K with Marcum.
As such, the Company will restate its balance sheet as of August 2, 2021 in a future filing.
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.
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: February 14, 2022
| SOFTWARE ACQUISITION GROUP INC. III | ||
| By: | /s/ Jonathan S. Huberman | |
| Name: Jonathan S. Huberman | ||
| Title: Chief Executive Officer | ||
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