Prospector Capital : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

In connection with the preparation of the condensed financial statements of Prospector Capital Corp. (the "Company") as of and for the period ended September 30, 2023, the Company's management identified an error in its condensed financial statements for the periods ending March 31, 2023 and June 30, 2023. The Company determined that, based on its review of its accounting treatment under ASC 815 of the 10,833,333 warrants that were included in the units issued by the Company in its initial public offering (the "Public Warrants") and the 5,666,667 warrants that were issued to the Company's sponsor in private placements (the "Private Placement Warrants" and together with the Public Warrants, the "Warrants"), as a result of the redemptions that occurred on January 24, 2023 in connection with the Company's extraordinary general meeting to extend the date by which it must consummate an initial business combination, its accounting for the Warrants was incorrectly presented as part of equity and the Warrants should be instead presented as liabilities, with changes in value of such liabilities reported in earnings. The Company's management determined that such redemptions resulted in the possibility for the tender offer provision contained in Section 4.4 of the warrant agreement, dated as of January 7, 2021, between the Company and Continental Stock Transfer & Trust Company, to be triggered without the requirement that a change in control also be triggered, which resulted in the determination that the Warrants no longer qualify for equity treatment.

On November 27, 2023, the Company's management and the Audit Committee of the Company's Board of Directors (the "Audit Committee") concluded that, in light of the foregoing determination, certain items on the Company's previously issued unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 15, 2023, and unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 14, 2023 (collectively, the "Affected Periods"), should be restated to classify the Warrants as liabilities and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, to be filed with the SEC.

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.