Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) In light of recent comment letters issued by the U.S. Securities and
Exchange Commission (the "SEC"), the management of Golden Falcon Acquisition
Corp. (the "Company") has re-evaluated the Company's application of ASC
480-10-S99-3A to its accounting classification of its redeemable shares of
Class A common stock, par value $0.0001 per share (the "Public Shares"), issued
as part of the units sold in the Company's initial public offering (the "IPO")
in December 2020. The Company has determined that, at the closing of its IPO,
and in all of its subsequent periodic reports filed with the SEC, through and
including the Form 10-Q for the quarterly period ended June 30, 2021, it had
improperly valued its Class A common stock subject to possible redemption. The
Company previously determined the Class A common stock subject to possible
redemption to be equal to the redemption value of $10.00 per share of Class A
common stock, while also taking into consideration a redemption cannot result in
net tangible assets being less than $5,000,001. Management determined that the
Class A common stock issued during the IPO can be redeemed or become redeemable
subject to the occurrence of future events considered outside of the Company's
control. Therefore, management concluded that the redemption value should
include all Class A common stock subject to possible redemption, resulting in
the Class A common stock subject to possible redemption being equal to its
redemption value. As a result, management has noted a reclassification error
related to temporary equity and permanent equity. This resulted in a restatement
to the initial carrying value of the Class A common stock subject to possible
redemption with the offset recorded to additional paid-in capital (to the extent
available), accumulated deficit and Class A common stock.
As a result of the foregoing, on November 16, 2021, the audit committee of the
Company's board of directors concluded, after discussion with the Company's
management and Marcum LLP, the Company's independent registered public
accounting firm, that the Company's previously issued (i) audited balance sheet
as of December 22, 2020, as previously restated in the Company's amended Annual
Report on Form 10-K filed with the SEC on May 27, 2021 (the "Form 10-K/A"), (ii)
audited financial statements included in the Company's Form 10-K/A,
(iii) unaudited interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on May 27, 2021, and (iv) unaudited interim financial statements
included in the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the
"Affected Periods"), should be restated to report all Public Shares as temporary
equity and should no longer be relied upon. As such, the Company has restated
its financial statements for the Affected Periods in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, which
will be concurrently filed with the SEC on November 16, 2021, as described
therein.
The Company's management has concluded that in light of the error described
above, a material weakness exists in the Company's internal control over
financial reporting related to the Company's accounting for complex financial
instruments and that, because of this and the additional material weakness
identified in the first and second quarters of 2021, the Company's disclosure
controls and procedures were not effective as of September 30, 2021.
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 established in connection with
the IPO.
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