Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
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 the SPAC's balance sheet
as opposed to equity. Since issuance on September 25, 2020, the outstanding
warrants ("Warrants") to purchase Class A ordinary shares of ArcLight Clean
Transition Corp. (the "Company") were accounted for as equity within the
Company's balance sheet, and after discussion and evaluation, including with the
Company's independent auditors, the Company has concluded that its warrants
should be presented as liabilities with subsequent fair value remeasurement.
On May 4, 2021, the Audit Committee of the Board of Directors of the Company
concluded, after discussion with the Company's management, that the Company's
consolidated financial statements for the period beginning July 28, 2020
(inception) through December 31, 2020 (the "Non-Reliance Period") should no
longer be relied upon due to a misapplication in the guidance around accounting
for certain of the Company's Warrants. Similarly, press releases, earnings
releases, and investor presentations or other communications describing the
Company's consolidated financial statements and other related financial
information covering the Non-Reliance Period should no longer be relied upon. In
addition, the audit report of the Company's current independent registered
public accounting firm, Marcum LLP ("Marcum"), included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020, as filed on March 31,
2021 with the Securities and Exchange Commission should no longer be relied
upon. The Company plans to file an amendment to its Annual Report on Form 10-K
for the year ended December 31, 2020, as filed on March 31, 2021, which will
include the restated audited financial statements for the Non-Reliance Period.
The Audit Committee has discussed the matters disclosed in this Current Report
on Form 8-K pursuant to this Item 4.02 with Marcum. Marcum was provided with a
copy of the disclosures made herein and was given the opportunity, no later than
the day of the filing of this Current Report on Form 8-K, to review these
disclosures.
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