In this Report, we are restating (i) our audited financial statements as of December 31, 2020, our
audited financial statements for the period from June 4, 2020 (inception) through December 31, 2020 and the audited balance sheet issued in connection with our initial public offering on August 6, 2021, and (ii) our unaudited interim
financial statements as of September 30, 2020, and for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020.
On April 12, 2021, the SEC Staff issued the SEC Staff Statement. In the SEC Staff 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 SPACs balance sheet as opposed to equity. Since issuance on August 6, 2020, our warrants and forward purchase agreement were accounted for
as equity within our balance sheet, and after discussion and evaluation, including with our independent registered public accounting firm and our audit committee, and taking into consideration the SEC Staff Statement, we have concluded that our
warrants and forward purchase agreement should be presented as liabilities with subsequent fair value remeasurement.
Therefore, in consultation with our
audit committee, we concluded that our previously issued audited financial statements as of December 31, 2020, audited financial statements for the period from June 4, 2020 (inception) through December 31, 2020 and audited balance sheet
issued in connection with our initial public offering on August 6, 2021, and the unaudited interim financial statements as of, and for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through
September 30, 2020 should be restated because of a misapplication in the guidance around accounting for certain of our Warrants/FPA and should no longer be relied upon.
Historically, the Warrants/FPA were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did
not include the subsequent non-cash changes in estimated fair value of the Warrants/FPA, based on our application of ASC 815-40. The views expressed in the SEC Staff
Statement were not consistent with the companys historical interpretation of the specific provisions within its warrant agreements and forward purchase agreement and the companys application of ASC
815-40 to the warrant agreement and forward purchase agreement. We reassessed our accounting for Warrants/FPA issued on August 6, 2020 in light of the SEC Staffs published views and, based on this
reassessment, we determined that the Warrants/FPA should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our statement of operations for each reporting period.
Our accounting for the Warrants/FPA as components of equity instead of as derivative liabilities did not have any effect on our previously reported revenue,
operating expenses, operating income, cash flows or cash.
In connection with the restatement, our management reassessed the effectiveness of our
disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to the classification of the
companys warrants and forward purchase agreement as components of equity instead of as derivative liabilities. For more information, see Part II, Item 9A. Controls and Procedures included in this Report.
We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the
restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Report, and the financial statements and related financial information contained in such
previously filed reports should no longer be relied upon.
The restatement is more fully described in Note 2 of the notes to the financial statements
included herein.
Overview
We are a blank check
company incorporated on June 4, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We
are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our sponsor is Yucaipa
Acquisition Manager, LLC, a Delaware limited liability company. Our registration statement for our initial public offering was declared effective on August 3, 2020. On August 6, 2020, we consummated an initial public offering of 34,500,000
units, including the 4,500,000 units as a result of the Underwriters full exercise of their over-allotment option, at an offering price of $10.00 per unit, generating gross proceeds of $345.0 million, and incurring offering costs of
approximately $19.6 million, inclusive of approximately $12.1 million in deferred underwriting commissions.
Simultaneously with the closing of
the initial public offering, we consummated the private placement of 5,933,333 private placement warrants, at a price of $1.50 per private placement warrant with the sponsor, generating gross proceeds of $8.9 million.
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