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 Lead
Edge Growth Opportunities, Ltd (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its
accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued
as part of the units sold in the Company’s initial public offering (the “IPO”) on March 25, 2021. 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 December 17, 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 25, 2021, included in the
Company’s Current Report on Form 8-K, filed with the SEC on March 31, 2021, (ii) 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 June 15, 2021,
(iii) 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 12, 2021, and (iv) unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 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 has restated its financial statements for the Affected Periods in the Company’s Amendment No. 1 to Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on December 17, 2021 (the “Amended Q3
Form 10-Q”), as described therein.
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 is described in more detail in the Amended 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 WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm.
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 Current Report on 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.