The Thailand Securities and Exchange Commission has notified NR Instant Produce Public Company Limited (NRF) to rectify its financial statements for 2024 and the first quarter of 2025, have them audited and reviewed by the company’s auditor, and submit the rectified statements to the SEC. NRF must also make simultaneous disclosure via the Stock Exchange of Thailand’s Electronic Listed Company Information Transmission System (SETLink) by 30 June 2025. The SEC’s review focused on NRF Group’s accounting for a change in its shareholding proportion in Kairous Asia Limited (KAL) arising from repayment of a loan and accrued interest through KAL ordinary shares. NRF initially treated the transaction as a business combination, but the SEC noted that KAL’s group was established as a Special Purpose Acquisition Company (SPAC) vehicle and, at the acquisition date, had not merged with a target business and primarily held cash in trust and other non-current liabilities, meaning it did not meet the definition of a “business” under relevant financial reporting standards. The SEC also identified delays in the SPAC-related process that could indicate potential impairment of SPAC-related assets in NRF’s separate financial statements, including investments in subsidiaries, loans to subsidiaries, and accrued interest, where recoverable amounts depend on future success of the SPAC structure investment. NRF is required to adjust the accounting treatment as an acquisition of an asset or a group of assets, assess the adequacy and appropriateness of impairment in the separate financial statements, and disclose related information under Section 56 of the Securities and Exchange Act B.E. 2535 (1992). The rectified financial statements and the report of rectification must be publicly disclosed via SETLink by 30 June 2025.

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