Non-reliance on previously published financial statements or related audit report or completed interim report.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the Securities and Exchange Commission jointly issued guidance regarding accounting and reporting considerations for warrants issued by corporations. Special Purchase Acquisition Entitled “Statement of Staff on Accounting and Reporting Counterparties of Warrants Issued by Special Purpose Acquisition Companies (“ SPACs ”)” (“SEC Guidance”). Specifically, the SEC guidance focused on certain terms and settlement provisions related to certain partial take-over bids following a business combination, the terms of which are similar to those contained in the agreement. Mandate, dated December 14, 2020, between KINS Technology Group Inc. (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, as an agency agent. Following SEC directives, the Company reassessed the accounting treatment (i) of the 13,800,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its public offering. initial (the “IPO”) and (ii) the 10,280,000 redeemable warrants (as well as the public warrants, the “warrants”) that were issued to the sponsor of the Company and certain funds and accounts. managed by BlackRock, Inc. in a private placement which closed concurrently with the closing of the IPO, and concluded that the warrants should be classified as a liability measured at fair value, changes of the fair value at each period being recognized in the results. Although the Company has not generated any operating income to date and will not generate any operating income until the completion of its initial business combination, at the earliest, the change in the fair value of the warrants is a non-cash charge and will be reflected in the Company’s income statement.
On June 17, 2021, management of the Company and the audit committee of the board of directors of the Company (the “Audit Committee”) concluded that in light of the SEC guidelines, it is appropriate to reformulate (i) certain items on the audited balance sheet as at December 17, 2020, which was related to the IPO and (ii) the audited financial statements as of and for the period from July 20, 2020 (creation) to December 31, 2020 (collectively , the ” “Relevant periods‘). In view of this restatement, these financial statements, as well as the relevant parts of any communication that describes or is based on these financial statements, should no longer be relied on. The Company will file an amendment to its annual report on Form 10-K as of December 31, 2020 and for the period July 20, 2020 (inception) to December 31, 2020, which will include the restated financial statements for the relevant periods. . In addition, the audit reports of WithumSmith + Brown, PC, the Company’s registered independent accounting firm (the “Independent Accountants”) included in the Company’s Form 8-K as of December 23, 2020 and the report Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 30, 2021, should no longer be relied on.
Going forward, unless we change the terms of our warrant contract, we will continue to classify our warrants as a liability, which will require us to incur the cost of measuring the fair value of the liability related to warrants, and this could adversely affect our results of operations.
The management of the Company and the Audit Committee have discussed the matters disclosed in this current report on Form 8-K in accordance with this Section 4.02 with the independent accountants.
Caution Regarding Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filing of an amendment to 10-K, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, in relation to the Company or its management team, identify forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as on the assumptions made by the management of the Company and on the information currently available to the latter. Actual results could differ materially from those contemplated by forward-looking statements due to certain factors detailed in documents filed by the Company with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or to persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set out in the Risk Factors section of the Company’s annual report on Form 10-K, as it may be. modified, filed with the SECOND. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company does not undertake to update these statements for revisions or changes after the date of this posting, except as required by law.
Kins Technology Group Inc. published this content on June 17, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 17 Jun 2021 21:30:34 UTC.