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. At issuance on February 23, 2021, the outstanding warrants
("Warrants") to purchase shares of Class A common stock of Figure Acquisition
Corp. I (the "Company") were accounted for as equity within the Company's
balance sheet, and after discussion and evaluation, including with the Company's
independent registered public accounting firm, Marcum LLP, ("Marcum"), 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.
On May 21, 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 February 23, 2021 filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the SEC on March 1, 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 requirements set forth
in the Statement. The Company plans to reflect this reclassification of the
Warrants for in its upcoming Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2021, to be filed with SEC.
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.
In addition, the audit report of Marcum included in Exhibit 99.1 to the
Company's Form 8-K filed on March 1, 2021 should no longer be relied upon.
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