SPGS Simon Property Group Acquisition Holdings Inc

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of the financial statements of Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously determined the value of the Class A common stock subject to possible redemption to be equal to the redemption value, reduced due to the provision in its certificate of incorporation that a redemption in connection with an initial Business Combination cannot result in net tangible assets being less than $5,000,001. However, during the preparation of the Company’s financial statements as of September 30, 2021, management determined that, notwithstanding the provision in the certificate of incorporation described above, the Class A common stock issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to its redemption value. As a result, management has noted a correction of an error related to temporary equity and permanent equity. This resulted in a restatement to 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 17, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), after consultation with Marcum LLP, the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of February 23, 2021, as reported in the Company’s Current Report on Form 8-K filed on March 1, 2021, (ii) unaudited financial statements as of and for the three months ended March 31, 2021, as reported in the Company’s Quarterly Report on Form 10-Q filed on May 24, 2021, and (iii) unaudited financial statements as of and for the three and six months ended June 30, 2021, as reported in the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021 (collectively, the “Affected Periods”), should no longer be relied upon and, in each case, should be restated because the Class A common stock subject to possible redemption should be equal to its redemption value. As a result, the Company will be restating its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q as of and for the three and nine months ended September 30, 2021 (the “Q3 Form 10-Q”). 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 Affected Periods should no longer be relied upon.

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Initial Public Offering.

The Company’s management has concluded that during the period covered by the Q3 Form 10-Q, the Company’s disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to the Company’s inability to properly account for complex financial instruments. The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.

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.