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 (the "Staff") of the Division of Corporation
Finance of the Securities and Exchange Commission issued a statement entitled
"Staff Statement on Accounting and Reporting Considerations for Warrants Issued
by Special Purpose Acquisition Companies" (the "Staff Statement"). The Staff
Statement, among other things, highlighted potential accounting implications of
certain terms that are common in warrants issued in connection with the initial
public offerings of special purpose acquisition companies ("SPACs") such as
E.Merge Technology Acquisition Corp. (the "Company"). The Staff Statement
reflected the Staff's view that in many cases, warrants issued by SPACs should
be classified as liabilities for accounting purposes, rather than as components
of equity, unless certain conditions are met.
On June 17, 2021, the Company's audit committee (the "Audit Committee"), based
on the recommendation of, and after consultation with, the Company's management,
and as discussed with its independent Registered Public Accounting Firm,
concluded that the Company's audited financial statements for the year ended
December 31, 2020 and financial statements for the quarter ended September 30,
2020 (collectively, the "Non-Reliance Periods"), as reported in the Company's
Annual Report on Form 10-K filed on March 31, 2021 and the Quarterly Report on
Form 10-Q filed on November 13, 2020, should no longer be relied upon due to
changes required to reclassify the Company's outstanding warrants as
liabilities. Similarly, the related press releases, Report of Independent
Registered Public Accounting Firm dated March 31, 2021 on the financial
statements as of December 31, 2020 and for the year ended December 31, 2020, and
the stockholder communications, investor presentations or other communications
describing relevant portions of the Company's financial statements for the
Non-Reliance Period should no longer be relied upon.
As a result, the Company will restate its historical financial results for the
Non-Reliance Periods, in each case to reflect the change in accounting treatment
(the "Restatement"). The Company's prior accounting treatment of the warrants as
components of equity instead of as derivative liabilities did not have any
effect on the Company's previously reported operating expenses, cash flows or
cash.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02 with the Company's independent registered public accounting
firm.
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E.MERGE TECHNOLOGY ACQUISITION CORP. 
