Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities and Exchange Commission ("SEC")
together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC
Statement"). Specifically, the SEC Statement focused on certain settlement terms
and provisions related to certain tender offers following a business
combination, which terms are similar to those contained in the warrant
agreement, dated as of July 14, 2020, between D8 Holdings Corp. ("D8" or the
"Company") and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent. As a result of the SEC Statement, the Company
reevaluated the accounting treatment of (i) the 17,250,000 redeemable warrants
(the "Public Warrants") that were included in the units issued by the Company in
its initial public offering (the "IPO") and (ii) the 8,900,000 warrants
(together with the Public Warrants, the "Warrants") that were issued to the
Company's sponsor in a private placement that closed concurrently with the
closing of the IPO, and determined to classify the Warrants as derivative
liabilities measured at fair value, with changes in fair value each period
reported in earnings. While the Company has not generated any operating revenues
to date and will not generate any operating revenues until after completion of
its initial business combination, at the earliest, the change in fair value of
the Warrants is a non-cash charge and will be reflected in the Company's
statement of operations.
On May 21, 2021, after consultation with WithumSmith+Brown, PC, the Company's
independent registered public accounting firm (the "Independent Accountants"),
the Company's management and the Audit Committee of the Company's Board of
Directors (the "Audit Committee") concluded that, in light of the SEC Statement,
it is appropriate to restate (i) certain items on the Company's previously
issued audited balance sheet dated as of July 17, 2020 which was related to its
IPO, (ii) the Company's previously issued audited financial statements as of
December 31, 2020 and for the period from May 6, 2020 (inception) through
December 31, 2020 and the unaudited interim financial statements as of, and for
the period ended September 30, 2020 (collectively, the "Relevant Periods").
Considering such restatement, such audited financial statements should no longer
be relied upon. The Company will file an amendment to its Annual Report on Form
10-K as of December 31, 2020 and for the period from May 6, 2020 (inception)
through December 31, 2020, which will include the restated audited financial
statements for the Relevant Periods.
Going forward, unless we amend the terms of our warrant agreement, we expect to
continue to classify our warrants as a liabilities, which would require us to
incur the cost of measuring the fair value of the warrant liabilities, and which
may have an adverse effect on our results of operations.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the
Independent Accountants.
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