Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In light of recent comment letters issued by the U.S. Securities and Exchange
Commission (the "SEC"), the management of InterPrivate II Acquisition 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 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") on March 9, 2021. Historically, a
portion of the Public Shares was classified as permanent equity to maintain
shareholders' equity 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, as described in the Company's amended and
restated certificate of incorporation (the "Charter"). 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 net tangible assets redemption
limitation contained in the Charter.
Therefore, on November 15, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee") concluded
that the Company's previously issued (i) audited balance sheet as of March 9,
2021, as previously revised in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2020, filed with the SEC on July 23, 2021
(the "Q1 Form 10-Q"), (ii) unaudited interim financial statements included in
the Q1 Form 10-Q, and (iii) 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 18, 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 intends to restate 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, to be filed with
the SEC (the "Q3 Form 10-Q").
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 will be 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 LLP, the Company's independent registered public accounting firm.
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 impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number
of risks and uncertainties that may cause actual results to differ
significantly. 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
© Edgar Online, source Glimpses