Item 4.02
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Non-Reliance
on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
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In
connection with the preparation of the financial statements as of September 30, 2021, Cohn Robbins Holdings Corp. (the “Company”)
reevaluated its application of Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity,
to its accounting classification of the Class A ordinary shares subject to possible redemption (the “Public Shares”) issued
as part of the units sold in the Company’s initial public offering. The Company had previously classified a portion of the Public
Shares in permanent equity. Upon further evaluation, the Company determined that the Public Shares include certain redemption features
not solely within the Company’s control that, under ASC 480-10-S99, require such shares to be classified as temporary equity in
their entirety.
Therefore,
on December 16, 2021, the Company’s management and audit committee of the board of directors (the “Audit Committee”)
concluded that the previously issued (i) audited financial statements as of and for the period ended December 31, 2020 included in our
Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2021 (the “2020
Form 10-K/A”), (ii) unaudited interim financial statements included in our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2021, filed with the SEC on July 2, 2021, (iii) unaudited interim financial statements included in our Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (iv) unaudited interim financial
statements included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November
15, 2021 (the “Q3 Form 10-Q”) (collectively, the “Affected Periods”) should be restated to report all Public
Shares as temporary equity. Considering such restatement, the financial statements for the Affected Periods, as well as the relevant
portions of any communication which describes or are based on such financial statements, should no longer be relied upon.
The
Company plans to restate the financial statements as of December 31, 2020 in an amendment to the 2020 Form 10-K/A and the unaudited interim
financial statements as of March 31, 2021, June 30, 2021, and September 30, 2021 in an amendment to the Q3 Form 10-Q, both to be filed
with the SEC. In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised
its income (loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares.
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 public accounting firm.
In
addition, the Company’s management has concluded that, that in light of the classification error described above, there was a material
weakness in internal control over financial reporting relating to the interpretation and accounting for certain complex features of the
Public Shares. The Company’s remediation plan with respect to such material weakness will be described in the amendments to the
2020 Form 10-K/A and the Q3 Form 10-Q.
IMPORTANT
LEGAL INFORMATION
Cautionary
Statement Regarding Forward-Looking Statements
This
report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filings of the respective
amendments to the 2020 Form 10-K/A and Q3 Form 10-Q, other than statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s Annual Report on Form 10-K, as it may be amended, filed with the SEC. Copies of such filings are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.