Item 4.02. Non-Reliance on Previously Issued Financial Statements or a 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 ("SPACs")." 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 FTAC Olympus Acquisition Corp.
(the "Company").
The warrant agreement governing the Company's warrants includes a provision that
provides for potential changes to the settlement amounts dependent on the
characteristics of the holder of the warrant. Upon review of the statement, the
Company's management further evaluated the warrants under Accounting Standards
Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity.
ASC Section 815-40-15 addresses equity versus liability treatment and
classification of equity-linked financial instruments, including warrants, and
states that a warrant may be classified as a component of equity only if, among
other things, the warrant is indexed to the issuer's ordinary shares. Under
ASC Section 815-40-15, a warrant is not indexed to the issuer's ordinary shares
if the terms of the warrant require an adjustment to the exercise price upon a
specified event and that event is not an input to the fair value of the warrant.
Based on management's evaluation, the audit committee of the Company's board of
directors (the "Audit Committee"), in consultation with management concluded
that the Company's warrants are not indexed to the Company's ordinary shares in
the manner contemplated by ASC Section 815-40-15 because the characteristics of
the holder of the instrument is not an input into the pricing of
a fixed-for-fixed option on equity shares.
On May 5, 2021, the Audit Committee, based on the recommendation of and after
consultation with management, concluded that the Company's audited financial
statements for the period ended December 31, 2020, its unaudited interim
financial statements for the three months ended September 30, 2020 and for the
period from June 2, 2020 (inception) through September 30, 2020 and its audited
balance sheet as of August 28, 2020 (collectively, the "Non-Reliance Periods"),
as reported in the Company's Annual Report on Form 10-K filed on March 19, 2021,
Quarterly Report on Form 10-Q filed on November 13, 2020, and Current Report on
Form 8-K filed on September 4, 2020, should no longer be relied upon based on
the reclassification of warrants as described above. Similarly, the related
press releases, Report of Independent Registered Public Accounting Firm dated
March 19, 2021 on the financial statements as of December 31, 2020 and for the
period from June 2, 2020 (inception) through December 31, 2020, and the
shareholder communications, investor presentations or other communications
describing relevant portions of the Company's financial statements for these
periods that need to be restated should no longer be relied upon.
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's prior accounting for 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(a) with the Company's independent accountant.
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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. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. 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.
Important Information and Where to Find It
In connection with the proposed business combination (the "Reorganization")
between Payoneer Inc. ("Payoneer") and the Company, New Starship Parent Inc.
filed with the SEC a preliminary proxy statement / prospectus on Form S-4 and
Amendment No. 1 to the Registration Statement on Form S-4/A, and the Company
will mail a definitive proxy statement / prospectus and other relevant
documentation to its stockholders. This document does not contain all the
information that should be considered concerning the proposed Reorganization. It
is not intended to form the basis of any investment decision or any other
decision in respect of the proposed Reorganization. The Company's stockholders
and other interested persons are advised to read the preliminary proxy statement
/ prospectus and any amendments thereto, and the definitive proxy statement /
prospectus in connection with the solicitation of proxies for the extraordinary
general meeting to be held to approve the transactions contemplated by the
proposed Reorganization because these materials will contain important
information about Payoneer, the Company and the proposed transactions. The
definitive proxy statement / prospectus will be mailed to the Company's
stockholders as of a record date to be established for voting on the proposed
Reorganization when it becomes available. Stockholders are also able to obtain a
copy of the proxy statement / prospectus filed with the SEC on February 16, 2021
(as may be amended), and once available, the definitive proxy statement /
prospectus, without charge, at the SEC's website at http://sec.gov or by
directing a request to: FTAC Olympus Acquisition Corp., 2929 Arch Street, Suite
1703, Philadelphia, Pennsylvania 19104.
Participants in the Solicitation
Payoneer and the Company, and their respective directors and executive officers,
may be considered participants in the solicitation of proxies with respect to
the Reorganization under the rules of the SEC. Information about the directors
and executive officers of the Company is set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on
March 19, 2021. Information regarding other persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the stockholders in
connection with the potential transaction and a description of their interests
is set forth in the proxy statement/prospectus filed with the SEC on February
16, 2021 (as may be amended). These documents can be obtained free of charge
from the sources indicated above.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Reorganization and shall not constitute an offer to sell or a solicitation
of an offer to buy the securities of the Company or Payoneer, nor shall there be
any sale of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
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