Item 4.02 Non-Reliance on Previously Issued Financial Statement or Related Audit
Report or Completed Interim Review.
(a) On April 12, 2021, the staff (the "Staff") of the Securities and Exchange
Commission (the "SEC") issued a statement entitled "Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies." In the statement, the Staff, 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 such as Foley Trasimene Acquisition Corp. (the
"Company"). In connection with such statement, the Company revisited its
accounting for its public warrants and private placement warrants issued in
connection with the Company's initial public offering (the "Warrants"), as well
as for the forward purchase agreements entered into with certain anchor
investors (the "FPAs"), and determined that the Warrants and FPAs should be
treated as derivative liabilities pursuant to Accounting Standards Codification
Subtopic 815-40, Contracts in Entity's Own Equity, rather than as components of
equity as the Company previously treated the Warrants and FPAs. The Company's
accounting for the Warrants and FPAs as components of equity rather than as
derivative liabilities did not have any effect on the Company's previously
reported operating expenses, cashflows or cash.
On April 28, 2021, the Audit Committee of the Board of Directors (the "Audit
Committee") of the Company, based on the recommendation of and after
consultation with management, concluded that its unaudited interim financial
statements for the quarterly periods ended June 30, 2020 and September 30, 2020,
its audited financial statements as of and for the period ended December 31,
2020 and its audited balance sheet as of May 29, 2020 (collectively, the
"Non-Reliance Periods"), as reported in the Company's Quarterly Reports on
Form 10-Q filed August 4, 2020 and November 6, 2020, Annual Report on Form 10-K
filed on February 26, 2021, and Current Report on Form 8-K filed on June 4,
2020, should no longer be relied upon because of the errors identified therein.
As a result, the Company today is announcing that it 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 is filing its
Form 10-K/A for the year ended December 31, 2020 to reflect the Restatement
contemporaneously with the filing of this Form 8-K.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company's independent accountant.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the Company's intent to restate certain historical
financial statements and the timing and impact of the Restatement. These
statements are based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual results to
differ significantly. The Company does not assume any obligation to update or
revise any such forward-looking statements, whether as the result of new
developments or otherwise. Readers are cautioned not to put undue reliance on
forward-looking statements.
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