Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As a result of changes to industry practice and new consensus in the accounting
profession, the management of GO Acquisition Corp. (the "Company") has
reevaluated the Company's application of ASC 480-10-S99-3A to its accounting
classification of the redeemable shares of 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 7, 2020. Upon its IPO,
the Company classified a portion of the Class A common stock as permanent equity
to maintain net tangible assets greater than $5,000,000 on the basis that the
Company will consummate its initial business combination only if the Company has
net tangible assets of at least $5,000,001. Previously, the Company did not
consider redeemable stock classified as temporary equity as part of net tangible
assets. Effective with its financial statements for quarterly period ended
September 30, 2021, the Company revised this interpretation to include temporary
equity in net tangible assets. The Company's management re-evaluated the
conclusion and determined that the Class A common stock subject to redemption
included certain provisions that require classification of the Class A common
stock as temporary equity. As a result, management corrected the error by
restating all Class A common stock subject to redemption as temporary equity.
This resulted in an adjustment to the initial carrying value of the Class A
common stock subject to possible redemption with the offset recorded to
additional paid-in capital (to the extent available), accumulated deficit and
Class A common stock. In connection with the change in presentation for the
Class A common stock subject to possible redemption, the Company revised its
earnings per share calculation to allocate income and losses shared pro rata
between the two classes of shares. This presentation differs from the previously
presented method of earnings per share, which was similar to the two-class
method.
On March 7, 2022, the Company's management and the audit committee of the
Company's board of directors concluded that the Company's previously issued (i)
audited balance sheet as of August 7, 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 25, 2021
("2020 Form 10-K/A No. 1"), (ii) unaudited interim financial statements included
in the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2020, filed with the SEC on November 16, 2020, (iii) audited
financial statements included 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
25, 2021; (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 17, 2021 and (vi) Note 1 to the unaudited interim
financial statements and Item 4 of Part 1 included in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, filed
with the SEC on November 15, 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 will restate its financial statements for
the Affected Periods in a Form 10-K/A, Amendment No. 2, for the Post IPO Balance
Sheet and the Company's audited financial statements included in the 2020 Form
10-K/A No. 1, and will restate the unaudited condensed financial statements for
the periods ended September 30, 2020, March 31, 2021, and June 30, 2021 and
September 30, 2021 in a Form 10-Q/A, Amendment No. 1.
After re-evaluation, the Company's management has concluded that in light of the
errors described above, a material weakness existed in the Company's internal
control over financial reporting during the Affected Periods 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 Form 10-Q/A, Amendment No. 1.
The Company determined that none of the above changes had any impact on its
previously reported total assets, results of operations or cash flows or on its
cash position and cash held in the trust account established in connection with
the IPO.
The Company has discussed the matters disclosed in this Current Report on Form
8-K with its independent registered public accounting firm, WithumSmith+Brown,
PC.
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