Item 4.02 Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the U.S. Securities and
Exchange Commission (the “SEC”) issued a statement (the “Statement”) on the accounting and reporting considerations
for warrants issued by special purpose acquisition companies (“SPACs”). The Statement referenced the guidance included in
U.S. Generally Accepted Accounting Principles that entities must consider in determining whether to classify contracts that may be settled
in its own stock, such as warrants, as equity or as an asset or liability.
On May 18, 2021, the management of Simon
Property Group Acquisition Holdings, Inc. (the “Company”) and the audit committee of the Company’s board of directors
(the “Audit Committee”), in response to the Statement with respect to the balance sheet classification of certain contracts
that may be settled in an entity’s stock, such as warrants, and after discussion with its independent registered public accounting
firm, Marcum LLP, its valuation firm and its legal advisors, concluded that the Company should restate the Company’s previously
issued balance sheet, dated as of February 23, 2021, the date the Company’s initial public offering closed, that was previously
reported on a Current Report on Form 8-K filed with the SEC on March 1, 2021 (the “Impacted Filing”) to reflect
the impact of this guidance by the SEC and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed
reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial
results for the Impacted Filing should no longer be relied upon.
After considering the Statement, the Company re-evaluated
its historical accounting for (i) the 6,900,000 redeemable warrants (the “Public Warrants”) that were included in the
units issued by the Company in its initial public offering and (ii) the 5,933,333 redeemable warrants (together with the Public Warrants,
the “Warrants”) that were issued to the Company’s sponsors in a private placement that closed concurrently with the
closing of the Company’s initial public offering. At that time, the Warrants were presented within equity.
The exercise of the Warrants may be settled
in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s shareholders. Because not
all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash
settlement and the Company does not control the occurrence of such an event, the Company has concluded that the Warrants do not meet
the conditions to be classified within equity under the Statement and should be presented as a liability and marked to fair value
each reporting period. ASC Section 815-40-15 addresses equity versus liability treatment
and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a
component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC
Section 815-40-15, the Warrants should be classified as a derivative liability at fair value with changes in fair value
recognized in earnings as they occur. The Company intends to promptly file restated financial statements included in the
Impacted Filing on Form 8-K/A. While the Company has not generated any operating revenues to date and will not generate any
operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the
Warrants is a non-cash charge and will be reflected in the Company’s statement of operations.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, Marcum
LLP.
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 United States 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
intent to restate certain historical financial statements and the timing and impact of the Restatement. 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.