Item 8.01 Other Information Non-Reliance on Previously Issued Financial
Statement and Related Audit Report
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.
On January 20, 2021, Class Acceleration Corp., a Delaware corporation (the
"Company"), consummated its initial public offering (the "IPO") of 25,875,000
units (the "Units"), including 3,375,000 Units issued pursuant to the exercise
of the underwriters' over-allotment option in full. Each Unit consists of one
share of Class A common stock of the Company, par value $0.0001 per share
("Class A Common Stock") and one-half of one redeemable warrant of the Company
("Public Warrants"), with each whole Warrant entitling the holder thereof to
purchase one share of Class A Common Stock for $11.50 per share. On January 20,
2021, simultaneously with the closing of the IPO, the Company completed the
private sale (the "Private Placement") of 7,175,000 warrants (the "Private
Placement Warrants") to Class Acceleration Sponsor LLC at a purchase price of
$1.00 per Private Placement Warrant.
On January 20, 2021, both the outstanding Public Warrants and the Private
Placement Warrants (collectively, the "Issued Warrants") were accounted for as
equity within the Company's balance sheet, and after discussion and evaluation,
the Company has concluded that its Issued Warrants should be presented as
liabilities as of January 20, 2021, at fair value, with subsequent fair value
changes to be recorded in its financial statements at each reporting period.
On July 16, 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 January 20, 2021 filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the SEC on January 26, 2021 (the
"Form 8-K") should no longer be relied upon due to changes required to
reclassify the Issued Warrants as liabilities to align with the requirements set
forth in the Statement. The Company plans to reflect this reclassification of
the Issued Warrants in its upcoming Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2021, to be filed with SEC.
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.
In addition, the audit report of Marcum included in the Company's Form 8-K filed
on January 26, 2021 should no longer be relied upon.
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CLASS ACCELERATION CORP. 
