Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
In light of recent comment letters issued by the U.S. Securities and Exchange
Commission (the "SEC"), the management of the FirstMark Horizon Acquisition
Corp. (the "Company") has re-evaluated the Company's application of ASC
480-10-S99-3A to its accounting classification of the redeemable shares of 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
October 8, 2020. Historically, a portion of the Public Shares was classified as
permanent equity to maintain net tangible assets 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. Pursuant to such
re-evaluation, the Company's management has determined that the Public Shares
include certain provisions that require classification of the Public Shares as
temporary equity regardless of the minimum net tangible assets required to
complete the Company's initial business combination.
Therefore, on December 13, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee"), after
consultation with Marcum LLP ("Marcum"), the Company's independent registered
public accounting firm, concluded that the Company's previously issued unaudited
interim financial statements included in the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2021, filed with the SEC on
November 22, 2021 (the "Affected Period"), should be restated to report all
Public Shares as temporary equity and should no longer be relied upon. As such,
the Company will restate its financial statements for the Affected Period in the
Company's Quarterly Report on Form 10-Q/A for the quarterly period ended
September 30, 2021 (the "Q3 Form 10-Q/A"), as described therein.
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 is described in more detail in the Q3 Form 10-Q/A.
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.
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, and in the Risk
Factors section of the Company's Quarterly Report on Form 10-Q, 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 the Company'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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