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 Securities and Exchange Commission (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 December 8, 2020, between Altitude
Acquisition Corp. (the Company) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agreement). As a result of the SEC Statement, the Company
reevaluated the accounting treatment of (i) the 15,000,000 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its initial public offering (the IPO) and
(ii) the 8,000,000 redeemable warrants (together with the Public Warrants, the Warrants) that were issued to the Companys sponsor in a private placement that closed concurrently with the closing of the IPO, and
determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. While the Company 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 the Companys statement of
operations.
On May 25, 2021, the Companys management and the Audit Committee of the Companys Board of Directors (the
Audit Committee) concluded that, in light of the SEC Statement (i) certain items on the Companys previously issued audited balance sheet dated as of December 11, 2020 which was related to its IPO, and (ii) the
Companys previously issued audited financial statements as of December 31, 2020 and for the period from August 12, 2020 (inception) through December 31, 2020 (the Relevant Periods) included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2020 (the Annual Report) should no longer be relied upon and that it is appropriate to restate the Annual
Report. The Company will file an amendment to the Annual Report, which will include the restated audited financial statements for the Relevant Periods.
Going forward, unless we amend the terms of the Warrant Agreement, we expect to continue to classify the Warrants as liabilities, which would
require us to incur the cost of measuring the fair value of the Warrants, and which may have an adverse effect on our results of operations.
The Companys 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 Companys independent registered public accounting firm.