IBER Ibere Pharmaceuticals

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

On August 10, 2021, the management and the Audit Committee of the board of directors (the “Audit Committee”) of Ibere Pharmaceuticals (the “Company”), after consultation with BDO USA, LLP, the Company’s independent registered public accounting firm (“BDO”), concluded that, in light of certain reclassification errors related to temporary equity and permanent equity made in the historical financial statements and the adjustments to the assumptions used in the valuation reports as of March 2, 2021 and March 31, 2021 to value the Company’s warrant liabilities, it is appropriate to amend and restate the Company’s previously issued audited balance sheet as of March 2, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the private placement that was included in the Company’s Current Report on Form 8-K filed on March 8, 2021 and the Company’s previously issued unaudited condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 (the “Non-Reliance Period”) that were included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (collectively, the “Non-Reliance Financial Statements”).

Considering such restatement, the Non-Reliance Financial Statements should no longer be relied upon. The Company will file an amendment to its Current Report on Form 8-K filed on March 8, 2021 and an amendment to its Quarterly Report on Form 10-Q as of March 31, 2021 and for the period from January 1, 2021 through March 31, 2021 reflecting corrections to the reclassification errors related to temporary equity and permanent equity and the adjustments to the assumptions used in the valuation reports as of March 2, 2021 and March 31, 2021 to value the Company’s warrant liabilities in a restated audited balance sheet as of March 2, 2021 and unaudited condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 as soon as practicable. These restatements and revisions will result in non-cash, non-operating financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of March 2, 2021 and as of March 31, 2021. The Company’s management concluded that in light of the error described above, a material weakness exists in the Company’s internal controls over financial reporting and that the Company’s disclosure controls and procedures were not effective. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

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 BDO.