Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) In connection with the preparation of the financial statements of
Churchill Capital Corp VI, a Delaware corporation (the "Company"), as of
November 10, 2021, the Company's management became aware of informal
communications between the staff of the Securities and Exchange Commission and
certain other registrants and their independent registered public accounting
firms. Once aware of these communications, the Company's management re-evaluated
the Company's application of Accounting Standards Codification Topic 480,
"Distinguishing Liabilities from Equity" ("ASC 480") to its accounting
classification of the redeemable shares of Class A common stock, par value
$0.0001 per share, of the Company (the "Public Shares") issued as part of the
units sold in the Company's initial public offering (the "Initial Public
Offering"). The Company had previously classified a portion of the Public Shares
in permanent equity because, although the Company did not specify a maximum
redemption threshold, the Company's amended and restated certificate of
incorporation provides that the Company will not redeem the Public Shares in an
amount that would cause its net tangible assets to be less than
$5,000,001. Based on such re-evaluation, the Company's management determined
that, in accordance with the ASC 480, redemption provisions not solely within
the control of the Company would require common stock subject to redemption to
be classified outside of permanent equity and therefore all of the Public Shares
subject to redemption should be classified outside of permanent equity.
On November 15, 2021, the Company's management and the audit committee of the
Company's board of directors (the "Audit Committee"), after consultation with
Marcum LLP ("Marcum"), the Company's independent registered public accounting
firm, concluded that the Company's previously issued (i) audited balance sheet
as of February 17, 2021 included in the Company's Current Report on Form 8-K
filed with the SEC on February 23, 2021, (ii) unaudited interim financial
statements as of and for the three months ended March 31, 2021 included in the
Company's Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021 and
(iii) unaudited interim financial statements as of and for the three and six
months ended June 30, 2021 included in the Company's Quarterly Report on
Form 10-Q filed with the SEC on August 16, 2021 (collectively, the "Affected
Periods"), in each case, should be restated to classify all of the Public Shares
as temporary equity and should no longer be relied upon. As a result, the
Company has restated its financial statements for the Affected Periods in the
Company's Quarterly Report on Form 10-Q for the three and nine months ended
September 30, 2021 filed with the SEC on November 16, 2021 (the "Q3 Form 10-Q"),
as described therein.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the Initial Public Offering.
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 remediation plan with respect to
such material weakness is described in more detail in the Q3 Form 10-Q.
The Audit Committee and the Company's management have discussed the matters
disclosed in this Current Report on Form 8-K with Marcum, the Company's
independent registered public accounting firm.
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