Item 4.02. Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
In preparation of the unaudited interim financial statements of JAWS Hurricane
Acquisition Corporation (the "Company"), for the quarterly period ended
September 30, 2021, the Company concluded it should revise its previously filed
financial statements to classify all shares of Class A common stock, par value
$0.0001 per share ("Class A common stock"), subject to possible redemption in
temporary equity and to revise its presentation of earnings per share. In
accordance with Securities and Exchange Commission (the "SEC") and its staff's
guidance on redeemable equity instruments in ASC 480-10-S99, redemption
provisions not solely within the control of the Company require shares of common
stock subject to redemption to be classified outside of permanent equity. Since
the Company's initial public offering ("IPO"), the Company classified a portion
of the shares of 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 shares classified as temporary equity as part of net tangible assets.
The Company revised this interpretation to include temporary equity in net
tangible assets. In connection with the change in presentation for the shares of
Class A common stock subject to possible redemption, the Company concluded it
should revise 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.
After further consideration of the impact of the errors that led to the revised
financial statements, on February 10, 2022, the Company's management (the
"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 June 15, 2021 (the "Post IPO Balance Sheet"), as initially
reported in the Company's Current Report on Form 8-K filed with the SEC on June
21, 2021; and (ii) unaudited interim financial statements for the quarterly
period ended June 30, 2021, initially reported in the Company's Form 10-Q filed
with the SEC on August 16, 2021 and previously reported as revised in the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 2021
filed with the SEC on November 15, 2021 (the "Original Q3 Form 10-Q"); and
(iii) footnote 2 to the unaudited interim financial statements and Item 4 of
Part 1 included in the Company's Original Q3 Form 10-Q (collectively, the
"Affected Periods"), should be restated to report all public shares as temporary
equity and to change the presentation of earnings per share and should no longer
be relied upon (periods in (ii) and (iii), the "Quarterly Affected Periods"). In
addition, the audit report of WithumSmith+Brown, PC ("Withum"), the Company's
independent registered public accounting firm, included in the Current Report on
Form 8-K filed with the SEC on June 21, 2021 should no longer be relied upon.
The Company does not expect any of the above changes will have any impact on its
cash position and investments held in the trust account established in
connection with the IPO. The Company's Management and the Audit Committee have
discussed the matters disclosed in this Form 8-K with Withum.
Management has concluded that a material weakness remains in the Company's
internal control over financial reporting and that the Company's disclosure
controls and procedures were not effective. As a result of that reassessment, we
determined that our disclosure controls and procedures for such periods were not
effective with respect to our control around the interpretation and accounting
for certain complex features of the shares of Class A common stock issued by the
Company.
As such, the Company will restate its financial statements for the Affected
Periods in future filings.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. 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 Company's cash position and investments held in its
trust account. These statements are based on current expectations on the date of
this 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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