Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related


            Audit Report or Completed Interim Review.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the "SEC") together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose 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 tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the "Warrant Agreement"), dated as of October 26, 2020, between Lux Health Tech Acquisition 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 11,500,000 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 5,333,333 privately issued warrants (together with the Public Warrants, the "Warrants") that were included in the units issued to the Company's sponsor in a private placement that closed concurrently with the closing of the IPO, and determined to classify the Warrants as derivative liabilities 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 May 18, 2021, after consultation with Marcum LLP, the Company's independent registered public accounting firm ("Marcum"), the Company's management and the Audit Committee of the Company's board of directors (the "Audit Committee") concluded that, in light of the Staff Statement, it is appropriate to restate the Company's previously issued audited financial statements as of December 31, 2020 and for the period from September 1, 2020 (inception) through December 31, 2020 (the "Non-Reliance Period") that were included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the "Non-Reliance Financial Statements").

Considering such restatement, the Non-Reliance Financial Statements should no longer be relied upon. Similarly, the Company's balance sheet as of October 29, 2020 included in the Company's Current Report on Form 8-K filed on November 4, 2020 should no longer be relied upon. The Company will file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 reflecting the reclassification of the Warrants in restated audited financial statements for the Non-Reliance Period as soon as practicable.

Going forward, unless the Company amends the terms of the Warrant Agreement, it expects to continue to classify the Warrants as liabilities, which would require the Company to incur the cost of measuring the fair value of the Warrant liabilities, and which may have an adverse effect on the Company's 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 Marcum.

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