Item 4.02. Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim
Review.
(a) Altimar Acquisition Corp. III, a Cayman Islands exempted
company (the “Company”), has followed
Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity,”
(“ASC 480”) in accounting for its
redeemable Class A ordinary shares, par value $0.0001 per
share (the “Public Shares”). This included
recording a portion of the Public Shares in permanent equity on its
balance sheet. However, the Company maintained shareholders’ equity
of at least $5,000,001 as the Company will not redeem Public Shares
that would cause the Company’s net tangible assets to be less than
$5,000,001 following redemptions of its Public Shares.
In September 2021, Company management re-evaluated its position that
classification of $5,000,001 in permanent equity was appropriate
and determined that the Public Shares should instead be
reclassified as temporary equity. In connection with the
preparation of the unaudited interim condensed financial statements
as of and for the three and nine months ended September 30,
2021 that were included in the Company’s Quarterly Report on Form
10-Q, filed with the
Securities and Exchange Commission (the “SEC”) on November 10, 2021
(the “Q3 Form 10-Q”), the Company
concluded that it would change its accounting and reflect the full
amount of all redeemable Public Shares in temporary equity on its
balance sheet. In connection with the change in presentation for
the Public Shares subject to possible redemption, the Company also
restated its earnings per share to allocate net income (loss)
evenly to all Public Shares and Class B ordinary shares. This
was a change from the Company’s previous accounting practice
whereby it maintained shareholders’ equity of at least $5,000,001
as the Company will not redeem Public Shares that would cause the
Company’s net tangible assets to be less than $5,000,001 following
redemptions of its Public Shares. On December 10, 2021, the
Company’s 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 March 8, 2021 (the “Post-IPO Balance Sheet”),
filed with the SEC by the Company in a Current Report on Form
8-K on March 12, 2021
(the “Post-IPO Balance Sheet 8-K”), (ii) unaudited
interim condensed financial statements as of and for the three
months ended March 31, 2021 included in the Company’s
Quarterly Report on Form 10-Q, filed with the SEC on
June 1, 2021 (the “Q1 Form 10-Q”), (iii) unaudited
interim condensed financial statements as of and for the three and
six months ended June 30, 2021 included in the Company’s
Quarterly Report on Form 10-Q, filed with the SEC on
August 12, 2021 (the “Q2 Form
10-Q”), and
(iv) unaudited interim condensed financial statements as of
and for the three and nine months ended September 30, 2021
included in the Q3 Form 10-Q (collectively, the “Affected
Periods”), in each case, should be restated to
classify all of the Public Shares as temporary equity and should no
longer be relied upon. As a result, the Company will restate its
financial statements for all Affected Periods in an amended Q3 Form
10-Q (the “Amended Q3 Form
10-Q”). The
Amended Q3 Form 10-Q will
include restatements of (i) the Post-IPO Balance Sheet set forth in the
Post-IPO Balance Sheet
8-K and (ii) the
unaudited interim condensed financial statements for the periods
ended March 31, 2021, June 30, 2021 and
September 30, 2021 set forth in the Q1 Form 10-Q, the Q2 Form 10-Q and the Q3 Form 10-Q, respectively.
The Company’s management has concluded that, as a result of the
events leading to the restatement of the financial statements for
the Affected Periods described above, a material weakness existed
and the Company’s disclosure controls and procedures were not
effective for the quarterly period ended September 30, 2021.
The Company’s remediation plan with respect to such material
weakness is described in more detail in the Amended Q3 Form 10-Q.
The Audit Committee and the Company’s management have discussed the
matters disclosed in this Current Report on Form 8-K with Withum, the Company’s
independent registered public accounting firm.
