Item 8.01. Other Events.
On February 12, 2021, Centricus Acquisition Corp. (the "Company") filed a
Current Report on Form 8-K (the "Post-IPO 8-K") with the U.S. Securities and
Exchange Commission (the "SEC"), containing an audited balance sheet as of
February 8, 2021 reflecting the receipt of the offering proceeds from the
Company's initial public offering and concurrent private placement of warrants
in connection therewith. The audited balance sheet classified the Company's
public warrants and private placement warrants (collectively, the "warrants") as
equity.
On April 12, 2021, the SEC issued a public statement (the "Statement") informing
market participants that warrants issued by special purpose acquisition
companies may need to be classified as liabilities as opposed to equity, and
being measured at fair value, with changes in fair value each period reported in
earnings. On May 21, 2021, the Audit Committee of the Board of Directors of the
Company concluded, after discussion with the Company's management, that the
Company's audited balance sheet as of February 8, 2021 filed as Exhibit 99.1 to
the Post-IPO 8-K should no longer be relied upon due to the aforementioned
changes required to reclassify the warrants as liabilities to align with the
requirements set forth in the Statement. The Board of Directors of the Company
discussed with its independent accountants and are in agreement with the matters
as disclosed in this Current Report. The correction of the aforementioned error
of the accounting for the warrants will be reflected in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021. The Company
does not expect the change in the warrant classification will have any impact on
its cash position and cash held in the trust account. The Company's internal
control over financial reporting did not provide for the proper classification
of the warrants within the Company's financial statements. As such, this
represented a material weakness in the Company's internal control over financial
reporting.
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