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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On April 12, 2021, the staff of the Securities and Exchange
Commission (the SEC) issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (SPACs) (the Statement).
In the 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
September 21, 2020, the outstanding warrants (Warrants) to purchase Class A ordinary shares of Oaktree Acquisition Corp. II (the Company) were accounted for as equity within the Companys balance sheet,
and after discussion and evaluation, including with the Companys independent auditors, the Company has concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.
On May 12, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Companys
management, that the Companys audited consolidated financial statements for the period from August 5, 2020 (inception) through December 31, 2020 as included in the Companys Annual Report on
Form 10-K filed with the SEC on March 31, 2021 (the Original 10-K), the unaudited consolidated financial statements for the period from
August 5, 2020 (inception) through September 30, 2020 as included in the Companys Quarterly Report on Form 10-Q filed with the SEC on November 13, 2020 and the audited balance sheet
as of September 21, 2020 as included in the Companys Current Report on Form 8-K filed with the SEC on September 25, 2020 (the Non-Reliance
Periods) should no longer be relied upon due to a misapplication in the guidance around accounting for certain of the Companys Warrants. Similarly, the audit report of the Companys current independent registered public accounting
firm, WithumSmith+Brown, PC (Withum) included in the Original 10-K should no longer be relied upon. As soon as practicable after the filing of this Current Report on
Form 8-K, the Company will file an amendment to the Original Form 10-K reflecting the reclassification of the Warrants for the
Non-Reliance Periods and restating (i) certain items on the Companys previously issued audited balance sheet dated as of September 21, 2020, which were included in the Companys Current Report
on Form 8-K filed with the SEC on September 25, 2020, (ii) the Companys previously issued unaudited financial statements as of September 30, 2020 and for the period from August 5, 2020 (inception) to September 30,
2020, which were included in the Companys Quarterly Report on Form 10-Q for such period filed with the SEC on November 13, 2020, and (iii) the Companys previously issued audited financial statements as of December 31,
2020 and for the period from August 5, 2020 (inception) through December 31, 2020, which were included in the Original 10-K.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K
pursuant to this Item 4.02 with Withum. Withum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on
Form 8-K, to review these disclosures.