Item
4.02 Non-Reliance on Previously Issued Financial Statement and Audit Report.
In
light of recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of Glass
Houses Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting
classification of the redeemable shares of Class A common stock, 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 November 16, 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 reported financial statements -- (i) audited balance sheet as of March 25, 2021,
as previously restated in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed with the SEC on June
11, 2021 (the "Q1 Form 10-Q"), (ii) unaudited condensed financial statements as of and for the period ended March 31, 2021
included in the Q1 Form 10-Q and (iii) the Quarterly Report on Form 10-Q filed on August 16, 2021 with unaudited condensed financial
statements as of and for the periods ended June 30, 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 plans to restate 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 (the “Q3 Form 10-Q”), to be filed with the SEC.
The
Company does not expect any of the above changes will have any impact on its cash position or 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.
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.