Item 4.02 Non-Reliance on Previously Issued Financial
Statements or Related Audit Report or Completed Interim Report.
The management of KINS Technology
Group Inc. (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 December 14, 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 December 22, 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 December 31, 2020, as previously restated in the Company’s Annual Report on Form 10-K/A as of December
31, 2020 and for the period from July 20, 2020 (inception) through December 31, 2020, filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 22, 2021 (the “Form 10-K/A”), (ii) audited balance sheet as of December 17, 2020 (the “Post
IPO Balance Sheet”), as previously restated in the Form 10-K/A, (iii) 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 13, 2021 (the “Q1 Form
10-Q), and (iv) 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 (the “Q2 Form 10-Q) (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 financial statements for the Affected Periods in an amendment to the Q3 Form 10-Q, and in an amendment to the Form 10-K/A,
in each case to be filed with the SEC.
The above changes will not
have any impact on the Company’s 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 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.
Forward-Looking Statements Legend
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements.
When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as
a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s Annual Report on Form 10-K, as amended from time to time. Copies of such filings are available on the SEC’s
website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this
release, except as required by law.