Bangkok: The SEC has instructed NRF to amend its financial statements for 2024 and the first quarter of 2025 and submit the revised versions, audited and reviewed by an auditor, to the SEC. The amended financials must also be disclosed through the SETLink system by June 30, 2025.

According to Thai News Agency, the SEC has raised concerns regarding the accounting treatment of NR Instant Produce Public Company Limited’s (NRF) change in shareholding in Kairous Asia Limited (KAL). This change resulted from the conversion of loans and accrued interest into ordinary shares of KAL, which is considered a business acquisition. However, KAL, formed as a Special Purpose Acquisition Company (SPAC) to merge with other businesses, has not yet completed a merger. The financial statements of KAL primarily include deposits for specific investments and non-current liabilities, failing to meet the ‘business’ definition under financial reporting standards.

The SEC observed delays in SPAC proceedings, suggesting potential asset impairments related to SPAC investments in separate financial statements, such as investments in subsidiaries and loans to subsidiaries. The recoverable value of these assets is contingent on the future success of SPAC investments.

The SEC has directed NRF to adjust the recording of its shareholding change in KAL as an asset purchase to align with financial reporting standards. Additionally, NRF must assess and address asset impairments in its financial statements. The SEC requires NRF to amend its financial statements for 2024 and the first quarter of 2025, ensuring they are audited and reviewed by an auditor. The amended statements, along with a disclosure report as per Section 56 of the Securities and Exchange Act B.E. 2535, must be made public through the Stock Exchange of Thailand’s SETLink system by June 30, 2025.