Item 4.02. Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
In light of recent comment letters issued by the U.S. Securities and Exchange
Commission (the "SEC"), the management of FAST Acquisition Corp. (the "Company")
has re-evaluated the Company's application of ASC 480-10-S99-3A to its
accounting classification of the redeemable Class A common stock, par value
$0.0001 per share (the "Public Shares"), issued as part of the units sold in the
Company's initial public offering (the "IPO") on August 25, 2020. Historically,
a portion of the Public Shares was classified as permanent equity to maintain
shareholders' equity greater than $5 million on the basis that the Company will
not redeem its Public Shares in an amount that would cause its net tangible
assets to be less than $5,000,001, as described in the Company's amended and
restated certificate of incorporation (the "Charter"). Pursuant to such
re-evaluation, the Company's management has determined that the Public Shares
include certain provisions that require classification of all of the Public
Shares as temporary equity regardless of the net tangible assets redemption
limitation contained in the Charter.
Therefore, on November 12, 2021, the Company's management and the audit
committee of the Company's board of directors (the "Audit Committee") concluded
that the Company's previously issued (i) audited balance sheet as of August 25,
2020 (the "Post-IPO Balance Sheet"), as previously revised in the Company's
Annual Report on Form 10-K, as amended, for the fiscal year ended December 31,
2020, filed with the SEC on May 13, 2021 ("2020 Form 10-K/A No. 1"), (ii)
audited financial statements included in the 2020 Form 10-K/A No. 1, (iii)
unaudited interim financial statements included in the Form 10-Q for the
quarterly period ended September 30, 2020 as previously revised in the 2020 Form
10-K/A No. 1, (iv) unaudited interim financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2021, filed with the SEC on May 24, 2021 and (v) unaudited interim financial
statements included in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021, filed with the SEC on August 11, 2021
(collectively, the "Affected Periods"), should be restated to report all Public
Shares as temporary equity and should no longer be relied upon. As such, the
Company intends to restate its financial statements for the Affected Periods in
a Form 10-K/A for the Post IPO Balance Sheet and the Company's audited financial
statements included in the 2020 Form 10-K/A No. 1, and the unaudited condensed
financial statements for the quarterly period ended September 30, 2020, and the
unaudited condensed financial statements for the periods ended March 31, 2021
and June 30, 2021 in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021, to be filed with the SEC (the "Q3
Form 10-Q").
The restatement does not have an impact on its cash position and cash held in
the trust account established in connection with the IPO (the "Trust Account").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective. The Company's remediation plan with respect to
such material weakness will be described in more detail in the Q3 Form 10-Q.
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.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number
of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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