Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
In light of recent comment letters issued by the U.S. Securities and Exchange
Commission (the "SEC"), the management of HPX Corp. (the "Company") has
re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting
classification of the redeemable Class A ordinary shares, 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") on July 20, 2020. Historically, a portion of
the Public Shares was classified as permanent equity to maintain net tangible
assets greater than $5,000,000 on the basis that the Company will consummate its
initial business combination only if the Company has net tangible assets of at
least $5,000,001. Pursuant to such re-evaluation, the Company's management has
determined that the Public Shares include certain provisions that require
classification of all of the Public Shares as temporary equity regardless of the
minimum net tangible assets required to complete the Company's initial business
combination.
Therefore, on November 18, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee"), after
consultation with Marcum LLP ("Marcum"), the Company's independent registered
public accounting firm, concluded that the Company's previously issued (i)
audited balance sheet as of July 20, 2020, as previously restated in the
Company's Annual Report on Form 10-K/A as of December 31, 2020 and for the
period from March 20, 2020 (inception) through December 31, 2020, filed with the
SEC on July 1, 2021 (the "Form 10-K/A"), (ii) unaudited quarterly financial
statements as of and for the period from March 20, 2020 (inception) through
September 30, 2020, as previously restated in the Form 10-K/A, (iii) audited
financial statements as of December 31, 2020 and for the period from March 20,
2020 (inception) through December 31, 2020, as previously restated in the Form
10-K/A, (iv) unaudited interim financial statements included in the Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on July 6, 2021 and (v) 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 13, 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, filed
with the SEC on November 18, 2021 (the "Q3 Form 10-Q"), as described therein.
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 (the "Trust Account").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness is described in more detail in the Q3 Form 10-Q.
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
Marcum.
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 or may be obtained free of charge at the Company's website
at http://hpxcorp.com. 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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