Item 4.02
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Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed
Interim Report.
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On April 12, 2021, the Acting Director of the Division
of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “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 September
11, 2020, between Cohn Robbins Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting
treatment of (i) the 27,600,000 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 12,373,333 redeemable warrants (the “Private Placement
Warrants,” and together with the Public Warrants, the “Warrants”) that were issued to the Company’s sponsor in
a private placement that closed concurrently with the closing of the IPO. The Company concluded that, in light of the SEC Statement and
in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entity’s
Own Equity, the Warrants should be classified as derivative liabilities measured at fair value, with changes in fair value each period
reported in earnings. The Company previously accounted for the Warrants as components of equity.
On July 2, 2021, after consultation
with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm (the “Independent
Accountants”), the Company’s management and audit committee of the board of directors (the “Audit
Committee”) concluded that, in light of the SEC Statement, it is appropriate to restate (i) certain items on the
Company’s previously issued audited balance sheet as of September 11, 2020, which was related to the IPO, (ii) the unaudited
quarterly financial statements as of September 30, 2020 and for the period from July 13, 2020 (inception) through September 30, 2020
included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020 and (iii) the audited
financial statements as of December 31, 2020 and for the period from July 13, 2020 (inception) through December 31, 2020 included in
the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021 (collectively, the “Relevant
Periods”). Considering such restatement, such financial statements, as well as the relevant portions of any communication
which describes or are based on such financial statements, should no longer be relied upon. The Company will file an Amendment No. 1
on Form 10-K/A to its Annual Report on Form 10-K as of December 31, 2020 and for the period from July 13, 2020 (inception) through
December 31, 2020, which will include the restated financial statements for the Relevant Periods.
Going forward, the Company currently expects to continue
to classify the Warrants as liabilities (at least until a business combination is consummated), which would require the Company to incur
the cost of measuring the fair value of the warrant liabilities, and which may have an adverse effect on the Company’s 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 WithumSmith+Brown, PC, the Company’s
independent registered public accounting firm.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report 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, including those relating to the filing of the Form 10-K/A, 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 the Company or its 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 the Company or persons acting on its 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 it may be amended, filed with the SEC. Copies of such filings are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.