Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities and Exchange Commission together
issued guidance regarding the accounting and reporting considerations for
warrants issued by special purchase acquisition companies entitled "Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies ("SPACs")" (the "SEC Guidance").
Specifically, the SEC Guidance focused on certain settlement terms and
provisions related to certain partial tender offers following a business
combination, which terms are similar to those contained in the warrant
agreement, dated as of July 15, 2020, between HPX Corp. (the "Company") and
Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent. As a result of the SEC Guidance, the Company reevaluated the accounting
treatment of (i) the 12,650,000 redeemable warrants (the "Public Warrants") that
were included in the units issued by the Company in its initial public offering
(the "IPO") and (ii) the 7,060,000 redeemable warrants (together with the Public
Warrants, the "Warrants") that were issued to the Company's sponsor in a private
placement that closed concurrently with the closing of the IPO, and concluded
that the Warrants should be classified as a liability measured at fair value,
with changes in fair value each period reported in earnings. While the Company
has not generated any operating revenues to date and will not generate any
operating revenues until after completion of its initial business combination,
at the earliest, the change in fair value of the Warrants is a non-cash charge
and will be reflected in the Company's statement of operations.
On June 28, 2021, after consultation with Marcum LLP, the Company's independent
registered public accounting firm (the "Independent Accountants"), the Company's
management and the Audit Committee of the Company's Board of Directors (the
"Audit Committee") concluded that in light of the SEC Guidance, it is
appropriate to restate (i) certain items on the Company's previously issued
audited balance sheet as of July 20, 2020, which was related to the IPO, (ii)
the unaudited quarterly financial statements as of and for the period from March
20, 2020 (inception) through September 30, 2020 and (iii) the audited financial
statements as of and for the period from March 20, 2020 (inception) through
December 31, 2020 (collectively, the "Relevant Periods"). Considering such
restatement, such financial statements, as well as the relevant portions of any
communication which describes or are based on such financial statements, should
no longer be relied upon. The Company will file an amendment to its Annual
Report on Form 10-K as of December 31, 2020 and for the period from March 20,
2020 (inception) through December 31, 2020, which will include the restated
financial statements for the Relevant Periods. In addition, the audit reports of
the Independent Accountants included in the Company's Form 8-K as of July 24,
2020 and Annual Report on Form 10-K for the period ended December 31, 2020, as
filed with the SEC on March 23, 2021, should no longer be relied upon.
Going forward, unless we amend the terms of our warrant agreement, we will
continue to classify our warrants as a liability, which will require us to incur
the cost of measuring the fair value of the warrant liability, and it may have
an adverse affect on our results of operations.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the
Independent Accountants.
Cautionary Statement Regarding Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, including relating to the
filing of an amendment to the 10-K, other than statements of historical fact
included in this report are forward-looking statements. When used in this
report, words such as "anticipate," "believe," "estimate," "expect," "intend"
and similar expressions, as they relate to the Company or its management team,
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company's management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in the Company's filings with the SEC. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the
Risk Factors section of the Company's Annual Report on Form 10-K, as it may be
amended, filed with the SEC. Copies of such filings are available on the SEC's
website, www.sec.gov. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as
required by law.
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