Item 4.02 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 U.S. Securities and Exchange Commission
("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
Statement"). Specifically, the SEC Statement 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, dated as of October 5, 2020, between FirstMark Horizon Acquisition
Corp., a Delaware corporation ("FirstMark" or the "Company") and Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a
result of the SEC Statement, the Company reevaluated the accounting treatment of
(i) the 13,800,000 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 6,853,333 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 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 26, 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 Statement, it is
appropriate to restate (i) certain items on the Company's previously issued
audited balance sheet as of October 8, 2020, which was related to the IPO and
(ii) the audited financial statements as of and for the period from August 13,
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. In addition, the audit
report of the Independent Accountants included in the Company's Form 8-K filed
with the SEC on October 14, 2020 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 August 13, 2020 (inception) through December 31, 2020,
which will include the restated financial statements for the Relevant Periods.
Going forward, unless we amend the terms of our warrant agreement, we expect to
continue to classify our warrants as liabilities, which would require us to
incur the cost of measuring the fair value of the warrant liabilities, and which
may have an adverse effect 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.
Forward-Looking Statements Legend
This Current Report on Form 8-K may include "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
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 us or our 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 us or persons acting on our 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 amended from time to time. Copies of such filings
are available on the SEC's website, www.sec.gov or may be obtained free of
charge at FirstMark's website at http://firstmarkhorizon.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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