RCF Acquisition Corp.

04/22/2024 | Press release | Distributed by Public on 04/22/2024 04:14

Non-Reliance on Previously Issued Financial Report - Form 8-K

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

On April 16, 2024, the audit committee (the "Audit Committee") of the board of directors of Perception Capital Corp. IV, a Cayman Islands exempted company (the "Company") determined, after discussion with the Company's management and accounting professionals, that the Company's unaudited financial statements included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 20,2023 and September 30, 2023, (the "Original Filings") should no longer be relied upon due to the accounting errors identified therein. Each of the Original Filings contained misstatements due to the method the Company had previously utilized for its related party notes. Previously, the Company had accounted for these notes using the fair value option and recorded the changes in the fair value of the related party notes through the statement of operations. Management has since re-evaluated its accounting treatment and determined that the notes should have been recorded at cost.

The Company does not plan to amend the Original Filings for the applicable reporting period. The impact of the misstatements is set forth Note 2 to the Audited Financial Statements of the Company included in its Form 10-K for the year ended December 31, 2023 (the "Form 10-K") which was filed with the Securities and Exchange Commission on April 22, 2024.

The Company does not expect the changes described above to have any impact on its cash position or the balance held in its trust account.

The Company's management has concluded that, in light of the accounting errors described above, a material weakness exists in the Company's internal control over financial reporting and the Company's disclosure controls and procedures were not effective. Management is in the process of implementing remediation steps with respect to such material weakness, which are described in the Form 10-K.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company's independent registered public accounting firm.