Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit
Report.
On April 12, 2021, the staff of the Securities and Exchange Commission (the
"SEC") issued a public statement entitled "Staff Statement on Accounting and
Reporting Considerations for Warrants issued by Special Purpose Acquisition
Companies ("SPACs")" (the "Statement"). In the Statement, the SEC staff
expressed its view that certain terms and conditions common to SPAC warrants may
require the warrants to be classified as liabilities on SPACs' balance sheets as
opposed to equity. At issuance on March 12, 2021, the outstanding warrants
("Warrants") of the Company to purchase its Class A ordinary shares were
accounted for as equity within its balance sheet, and after discussion and
evaluation, the Company has concluded that its Warrants should be presented as
liabilities as of the IPO date, reported at fair value with subsequent fair
value changes to be recorded in its financial statements at each reporting
period. Management discussed this evaluation and conclusion with its independent
registered public accounting firm, Marcum LLP ("Marcum").
On May 24, 2021, the audit committee of the board of directors of the Company
concluded, after discussion with the Company's management, that the Company's
audited balance sheet as of March 12, 2021 filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the SEC on March 18, 2021 (the
"Form 8-K") should no longer be relied upon due to changes required to
reclassify the Warrants as liabilities to align with the guidance set forth in
the Statement. The Company will reflect this reclassification of the Warrants in
its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021,
which will 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 its trust account.
In addition, the audit report of Marcum included in the Company's Form 8-K filed
on March 18, 2021 should no longer be relied upon.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. 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 Company's cash position and cash held in its trust
account. These statements are based on current expectations on the date of this
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.
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