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.
HPX Corp. published this content on 28 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2021 02:45:02 UTC.