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") issued a public statement entitled "Staff Statement on Accounting and
Reporting Considerations for Warrants issued by Special Purpose Acquisition
Companies" ("SPACs") (the "Statement"). In the Statement, the SEC staff
expressed its view that certain terms and conditions common to SPAC warrants may
require the warrants to be classified as liabilities on the SPAC's balance sheet
as opposed to equity. Since September 29, 2020 (the "IPO date"), Vector
Acquisition Corporation (the "Company") has accounted for its outstanding
warrants ("Warrants") to purchase ordinary shares as equity within its financial
statements. However, as a result of the Statement, and after discussion and
evaluation, including with the Company's independent auditors, the Company has
concluded that the Warrants should be presented as liabilities on its financial
statements as of the IPO date reported at fair value with subsequent fair value
re-measurement at each reporting period.
On April 29, 2021, the Audit Committee of the Board of Directors of the Company
(the "Audit Committee"), based on the recommendation of and after consultation
with management, concluded that its audited financial statements for the period
from July 28, 2020 (Inception) through December 31, 2020 as included in the
Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021 (the
"Original 10-K"), its unaudited interim financial statements for the period from
July 28, 2020 (Inception) through September 30, 2020 as included in the
Company's Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020
and its audited balance sheet as of September 29, 2020 included in the Company's
Current Report on Form 8-K filed with the SEC on October 5, 2020 (the
"Non-Reliance Periods"), should no longer be relied upon due to changes required
to reclassify the Warrants as liabilities to align with the requirements set
forth in the Statement. The Audit Committee has discussed this approach with its
independent registered public accounting firm, WithumSmith+Brown, PC ("Withum"),
and prepared an amendment (the "Amended Form 10-K") to the Original Form 10-K
reflecting the reclassification of the Warrants for the Non-Reliance Periods.
Concurrently with the filing of this Current Report on Form 8-K, the Company is
filing the Amended Form 10-K which includes restated financial statements that
reflect the revised valuation of the Warrants.
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