Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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In light of a recent comment letter issued by
the U.S. Securities and Exchange Commission (the “SEC”), the management of Helix 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 ordinary
shares, par value $0.0001 per share (the “Public Shares”), sold in the Company’s initial public offering (the “IPO”)
on October 22, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain shareholders’ equity
greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible
assets to be less than $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 30, 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 October 22, 2020, included in Exhibit 99.1 to the Company’s Form 8-K filed with
the SEC) on October 28, 2020, (ii) audited financial statements included in the Company’s Annual Report on Form 10-K for the annual
period ended December 31, 2020, filed with the SEC on March 31, 2021, (iii) unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 21, 2021, (iv) 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 16, 2021 and (v) 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 12, 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 an amendment to 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/A”), except for the annual period
ended December 31, 2020 which will be restated in an amendment to the Company’s Form 10-K for the annual period ended December
31, 2020 to be filed with the SEC (the “2020 Form 10-K/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 will be described in more detail in the 2020 Form 10-K/A and 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 WithumSmith+Brown PC.
Cautionary Statement
Regarding Forward Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws. 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. These risks
and uncertainties include, but are not limited to, further changes in or developments regarding accounting treatment, among others. 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 statements.