Item 4.02 Non-Reliance on Previously Issued Financial Statement or Related Audit
Report or Completed Interim Review.
In connection with the preparation of its financial statements as of September
30, 2021, the management of USHG Acquisition Corp. (the "Company") has
re-evaluated the Company's application of ASC 480-10-S99-3A to its accounting
classification of the redeemable shares of Class A common stock, par value
$0.0001 per share (the "Public Shares"), issued as part of the units sold in the
Company's initial public offering (the "IPO") on March 1, 2021. Historically, a
portion of the Public Shares was classified as permanent equity to maintain net
tangible assets greater than $5,000,000 on the basis that the Company will
consummate its initial business combination only if the Company has net tangible
assets of at least $5,000,001. Pursuant to such re-evaluation, the Company's
management has determined that the Public Shares include certain provisions that
require classification of the Public Shares as temporary equity regardless of
the minimum net tangible assets required to complete the Company's initial
business combination.
On November 12, 2021, the Company's management and the Audit Committee of the
Company's board of directors (the "Audit Committee") concluded that, in light of
recent guidance, it is appropriate to restate the Company's previously issued
audited balance sheet as of March 1, 2021 as previously restated in the
Company's Quarterly Report on Form 10-Q filed with the SEC on May 24, 2021 (the
"Q1 Form 10-Q"); the Company's unaudited quarterly financial statements as of
and for the three months ended March 31, 2021 included in the Q1 Form 10-Q, and
the Company's unaudited quarterly financial statements as of and for the six
months ended June 30, 2021 included in the Company's quarterly report on Form
10-Q filed with the SEC on August 16, 2021 (the "Non-Reliance Financial
Statements"), in each case to report all Public Shares as temporary equity.
Considering such restatement, the Non-Reliance Financial Statements should no
longer be relied upon. As such, the Company will restate its financial
statements for the periods affected by the Non-Reliance Financial Statements in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021 (the "Q3 Form 10-Q"), as described therein.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness is described in more detail in the Q3 Form 10-Q.
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 established in connection with
the IPO.
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 accounting firm.
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