Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2021, the staff of the Securities and Exchange Commission (the
"SEC") issued a public statement entitled "Staff Statement on Accounting and
Reporting Considerations for Warrants issued by Special Purpose Acquisition
Companies ('SPACs')" (the "Statement"). In the Statement, the SEC staff
expressed its view that certain terms and conditions common to SPAC warrants may
require the warrants to be classified as liabilities on the SPAC's balance sheet
as opposed to equity. Since issuance on October 26, 2020, the outstanding
warrants ("Warrants") to purchase Class A common stock of Rice Acquisition
Corp.(the "Company") were accounted for as equity within the Company's balance
sheet. In light of the Statement, after discussion and evaluation, including
with the Company's independent auditors, the Company has concluded that the
Warrants should be presented as liabilities with subsequent fair value
remeasurement.
On May 11, 2021, the Audit Committee of the Board of Directors of the Company
concluded, after discussion with the Company's management, that the Company's
consolidated financial statements for the period beginning September 1, 2020
(inception) through December 31, 2020 (the "Non-Reliance Period") should no
longer be relied upon due to a misapplication in the guidance around accounting
for the Warrants.
Similarly, press releases, earnings releases, and investor presentations or
other communications describing the Company's consolidated financial statements
and other related financial information covering the Non-Reliance Period should
no longer be relied upon. In addition, the audit report of the Company's current
independent registered public accounting firm, WithumSmith+Brown, PC ("Withum"),
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2020, as filed on March 30, 2021 with the SEC should no longer be relied
upon.
The Company plans to file an amendment to its Annual Report on Form 10-K for the
year ended December 31, 2020, to include the restated audited financial
statements for the Non-Reliance Period.
The Audit Committee has discussed the matters disclosed in this Current Report
on Form 8-K pursuant to this Item 4.02 with Withum. Withum was provided with a
copy of the disclosures made herein and was given the opportunity, no later than
the day of the filing of this Current Report on Form 8-K, to review these
disclosures.
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