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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