SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 24, 2021
GO Acquisition Corp.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(I.R.S. Employer|
|450 W 14th Street|
|New York, NY||10014|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|Trading Symbol(s)||Name of each exchange on which registered|
|Units, each consisting of one share of Class A Common Stock and one-third of one Warrant||GOAC.U||The New York Stock Exchange|
|Class A Common Stock, par value $0.0001 per share||GOAC||The New York Stock Exchange|
|Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50||GOAC WS||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Historically, GO Acquisition Corp. (the “Company”) reflected the warrants issued in August 2020 in connection with the Company’s initial public offering as a component of equity as opposed to liabilities on the balance sheet, and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on the Company’s application of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”), which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock.
In light of the SEC Staff Statement, the Company’s management, in consultation with the audit committee of the Company’s board of directors (the “Audit Committee”), further evaluated its warrants under ASC 815-40. On May 24, 2021, management of the Company and the Audit Committee concluded that the Company’s (i) previously issued audited balance sheet dated as of August 7, 2020 which was related to its initial public offering, (ii) unaudited interim financial statements as of and for the quarterly period ended September 30, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020, and (iii) audited financial statements as of December 31, 2020 and for the period from June 12, 2020 (inception) through December 31, 2020 as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”) should no longer be relied upon and that it is appropriate to restate the Annual Report. The Company intends to file an amendment to its Annual Report on Form 10-K for the period ended December 31, 2020 reflecting this reclassification of its warrants as a liability. The Company is working diligently to finalize the valuation of the public and private placement warrants and prepare and file the restated financial statements as soon as practicable. The adjustments to the financial statements will be set forth through expanded disclosure in the financial statements included in the amended Form 10-K filing, including further describing the restatement and its impact on previously reported amounts.
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 or its operating expenses.
The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent accountant.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|GO ACQUISITION CORP.|
|By:||/s/ Alejandro San Miguel|
|Name:||Alejandro San Miguel|
|Title:||Vice President and Secretary|
Date: May 24, 2021