Item 8.01 Other Information
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 February 2, 2021, Clarim Acquisition Corp., a Delaware corporation (the
"Company"), consummated its initial public offering (the "IPO") of 28,750,000
units, including 3,750,000 units pursuant to the exercise of the underwriter's
over-allotment option in full (the "Units"). 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-third 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 February 2, 2021,
simultaneously with the closing of the IPO, the Company completed the private
sale (the "Private Placement") of 5,166,667 warrants (the "Private Placement
Warrants") to Clarim Partners, LLC at a purchase price of $1.50 per Private
Placement Warrant.
On February 2, 2021, both the outstanding 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,
including with the Company's independent registered public accounting firm,
Marcum LLP, ("Marcum"), the Company has concluded that its Issued Warrants
should be presented as liabilities as of the February 2, 2021, at fair value,
with subsequent fair value changes to be recorded in its financial statements at
each reporting period.
On May 16, 2021, the Audit Committee of the Board of Directors of the Company
concluded, after discussion with the Company's management and Marcum, that the
Company's audited balance sheet as of February 2, 2021 filed as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the SEC on February 8, 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 the 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 February 8, 2021 should no longer be relied upon.
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