Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related


          Audit Report or Completed Interim Review.

In the evening, Eastern Time, on April 12, 2021, the Acting Chief Accountant and Acting Director of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the "Staff Statement"). The Staff Statement sets forth the conclusion of the SEC's Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many special purpose acquisition companies require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. Stable Road Acquisition Corp. (the "Company") has previously classified its outstanding warrants issued in connection with its initial public offering in November 2019 as components of equity (for a full description of the Company's outstanding warrants, refer to the Registration Statement on S-1 (File No. 333- 233980), filed in connection with the Company's initial public offering and declared effective by the SEC on November 7, 2019).

On June 8, 2021, the Audit Committee of the Board of Directors of the Company (the "Audit Committee"), in response to the Staff Statement, and after discussion with management and its legal advisors, concluded that the Company's previously issued (i) consolidated financial statements as of and for the year ended December 31, 2020 and (ii) consolidated financial statement as of November 13, 2019; as of and for the period ended December 31, 2019; and as of and for the unaudited periods ended March 30, 2020, June 30, 2020 and September 30, 2020 (collectively, the "Affected Periods") should be restated to reflect the impact of the guidance in the Staff Statement and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company's financial results for the Affected Periods should no longer be relied upon. While the terms and quantum of the warrants have not changed, the Company 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 the Company should record the warrants as derivative liabilities on the Company's balance sheet.

The Company has discussed this approach with its independent registered public accounting firm, WithumSmith+Brown, PC, and intends to file, as soon as practicable, an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 8, 2021 (the "Amended 10-K") reflecting this reclassification of the warrants for the Affected Periods. The adjustments to the financial statement items for the Affected Periods will be set forth through expanded disclosure in the financial statements included in the Amended 10-K, including further describing the restatement and its impact on previously reported amounts.

Management is assessing the effect of the restatements on the Company's internal control over financial reporting and its disclosure controls and procedures and will report its conclusions in the Amended 10-K.


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