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EUCRATES BIOMEDICAL ACQUISITION CORP.

(EUCR)
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EUCRATES BIOMEDICAL ACQUISITION CORP. : Non-Reliance on Previous Financials, Audits or Interim Review (form 8-K)

11/19/2021 | 05:22pm EST

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

In light of recent comment letters issued by the U.S. Securities and Exchange Commission (the "SEC"), the management of Eucrates Biomedical Acquisition Corp. (the "Company") has re-evaluated the Company's application of ASC 480-10-S99 to its accounting classification of the ordinary shares, no par value per share (the "Public Shares"), issued as part of the units sold in the Company's initial public offering (the "IPO") on October 27, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company's management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company's initial business combination.

Therefore, on November 15, 2021, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee"), after consultation with Marcum LLP ("Marcum"), the Company's independent registered public accounting firm, concluded that the Company's previously issued (i) audited balance sheet as of October 27, 2020 included in the Company's Current Report on Form 8-K, filed with the SEC on November 2, 2020 and as restated in the Company's Annual Report on Form 10-K/A, filed with the SEC on July 15, 2021, (ii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on December 7, 2020, (iii) audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021 and as restated in the Company's Annual Report on Form 10-K/A, filed with the SEC on July 15, 2021, (iv) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 16, 2021, and (v) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the "Affected Periods"), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its its financial statements for the Affected Periods in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 that will be filed with the SEC (the "Q3 Form 10-Q"). The Company will also amend its Form 10-K/A as previously filed on July 15, 2021.

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 IPO (the "Trust Account").

The Company's management has concluded that in light of the classification error described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective. The Company's remediation plan with respect to such material weakness will be 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 Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.

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 impact of the Company's restatement of certain historical financial statements, the Company's cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. 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.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -14,8 M - -
Net cash 2020 0,55 M - -
P/E ratio 2020 -
Yield 2020 -
Capitalization 131 M 131 M -
EV / Sales 2019
EV / Sales 2020 -
Nbr of Employees -
Free-Float -
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Managers and Directors
Parag Phoolchand Saxena Chief Executive Officer & Director
Evangelos Vergetis President, Chief Operating Officer & Director
Gonzalo Cordova Chief Financial Officer
Stelios Papadopoulos Chairman
Daphne Karydas Independent Director