Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. SVF Investment Corp. (“SVF”) has previously classified its private placement warrants, public warrants and forward purchase warrants (collectively, the “warrants”) as equity. For a full description of SVF’s warrants, please refer to SVF’s final prospectus filed in connection with its initial public offering (“IPO”) on January 11, 2021 (“Final Prospectus”).
On May 24, 2021, management of SVF and the Audit Committee of the Board of Directors of SVF determined that SVF’s previous audited balance sheet related to its IPO dated January 12, 2021, (the “Affected Period”) should no longer be relied upon due to changes required for alignment with the SEC’s Public Statement. The SEC’s Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.”
Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed, SVF concluded the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under ASC 815, under which SVF should record the warrants as liabilities on SVF’s balance sheet. SVF has discussed this approach with its independent registered public accounting firm, Marcum LLP. The adjustments to the financial statement items for the Affected Period will be set forth through expanded disclosure in the financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.
In addition, the audit report of Marcum LLP included in the Current Report on Form 8-K filed with the SEC on January 19, 2021 should no longer be relied upon.
