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

In connection with the consummation of the initial public offering ("IPO") of Prospector Capital Corp. (the "Company") in January 2021, the Company recognized a liability for $11,375,000 in deferred underwriting commissions payable to Goldman Sachs & Co LLC ("GS") under the underwriting agreement between the Company and GS entered into in connection with the IPO that was contingent upon the Company closing an initial business combination. On June 30, 2022, GS irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement in connection with the initial public offering. The Company did not record this transaction in its June 30, 2022 and September 30, 2022 interim financial statements. Upon review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a credit to shareholders' deficit as of June 30, 2022.

As a result, on March 29, 2023, the Company's management concluded that the Company's previously issued unaudited financial statements for the three and six months ended June 30, 2023 and for the three and nine months ended September 30, 2022 included in its Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 12, 2022 and November 14, 2022, respectively, should no longer be relied upon and that it is appropriate to restate the financial statements included in the Form 10-Qs to account for the extinguishment of the contingent liability as a credit to shareholders' deficit as of June 30, 2022. Accordingly, the Company will reflect the necessary adjustments in its audited financial statements and related notes for the year ended December 31, 2022 to be included in its Annual Report on Form 10-K to be filed with the SEC.

The Company's management has discussed the matters disclosed pursuant to this Item 4.02(a) with the Company's independent registered public accounting firm, WithumSmith+Brown, PC.





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