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 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 November 25, 2019 between Alussa and
Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent. As a result of the SEC Statement, Alussa reevaluated the accounting
treatment of (i) the 14,375,000 redeemable warrants (the "Public Warrants") that
were included in the units issued by Alussa in its initial public offering (the
"IPO") and for the underwriters' exercise of their over-allotment option and
(ii) the 8,750,000 redeemable warrants (together with the Public Warrants, the
"Warrants") that were issued to Alussa's sponsor in private placements that
closed concurrently with the closing of the IPO and the underwriters' exercise
of their over-allotment option, and determined to classify the Warrants as
derivative liabilities measured at fair value, with changes in fair value each
period reported in earnings. While Alussa 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
Alussa's statement of operations.
On May 5, 2021, Alussa's management and the Audit Committee of Alussa's Board of
Directors (the "Audit Committee") concluded that, in light of the SEC Statement,
it is appropriate to restate (i) certain items on Alussa's previously issued
audited balance sheet dated as of November 29, 2019, which was related to its
IPO, (ii) Alussa's previously issued unaudited interim financial statements as
of and for the periods ended September 30, 2020, June 30, 2020, and March 31,
2020 and (iii) Alussa's previously issued audited financial statements as of
December 31, 2020 and 2019, for the year ended December 31, 2020 and for the
period from June 13, 2019 (inception) through December 31, 2019 (the "Relevant
Periods"). Considering such restatement, such financial statements for the
Relevant Periods should no longer be relied upon. Alussa will file an amendment
to its Annual Report on Form 10-K as of December 31, 2020 and for the period
from June 13, 2019 (inception) through December 31, 2020, which will include the
restated financial statements for the Relevant Periods. Alussa's Audit Committee
has discussed this matter with Marcum LLP, Alussa's independent registered
public accounting firm.
Going forward, unless we amend the terms of our warrant agreement, we expect to
continue to classify our warrants as a liability, 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.
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