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 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
31, 2019, between FinServ Acquisition Corp. (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 12,500,000
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 332,500 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 closings 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 April 26, 2021, as discussed with WithumSmith+Brown,
PC, 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 the Company’s financial statements for the periods ended November 5, 2019, December
31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020 (the “Relevant Periods”). Considering such
restatement, such financial statements should no longer be relied upon. The Company will file an amendment to its Annual Report on Form
10-K as of and for the year ended December 31, 2020, which will include the restated audited financial statements for the Relevant Periods.
In addition, the audit reports of the Independent Accountants included in the Company’s Annual Reports on Form 10-K for each of
the years ended December 31, 2020 and December 31, 2019, as filed with the SEC on March 8, 2021 and March 27, 2020, respectively, should
no longer be relied upon.
Going forward, unless we amend the terms of our
warrant agreement, we expect to continue to classify our warrants as a 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.