Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission released a public
statement entitled Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs"),
informing market participants that warrants issued by SPACs may require
classification as a liability of the entity measured at fair value, with changes
in fair value each period reported in earnings. Rodgers Silicon Valley
Acquisition (the "Company")," had previously classified its 11,500,000 public
warrants and its 6,000,000 private placement warrants issued in connection with
the Company's initial public offering (collectively, the "Warrants") as
financial instruments classified within equity. For a full description of the
Company's Warrants, please refer to the Company's final prospectus filed in
connection with its initial public offering ("IPO") on December 1, 2020.
On April 22, 2021, the Audit Committee of the Board of Directors of the Company
concluded, after discussion with the Company's management, that the Company's
financial statements for its IPO's audited balance sheet as of December 4, 2020
and the fiscal year ended December 31, 2020 (the "Non-Reliance Period") should
no longer be relied upon and the Company will restate its Form 10-K. In
addition, the Company will restate within the amended Form 10-K the balance
sheet as of December 4, 2020 which was included as an exhibit in the Form 8-K
filed December 10, 2020. These matters were discussed with the Company's
independent accountant.
The restatement will exclusively relate to consideration of the factors in
determining whether to classify contracts that may be settled in an entity's own
stock as equity of the entity or as an asset or liability in accordance with
Accounting Standards Codification ("ASC") 815-40, Derivatives and
Hedging-Contracts in Entity's Own Equity. In both the IPO Balance Sheet as of
December 4, 2020 and the Annual Report on Form 10-K for the period ended
December 31, 2020, the Company classified the Warrants as financial instruments
classified within equity.
The Company's revised accounting for the Warrants as derivative liabilities will
have no effect on the Company's previously reported operating expenses, cash
flows or cash.
In connection with the restatement, the Company's management reassessed the
effectiveness of its disclosure controls and procedures for the periods affected
by the restatement. As a result of that reassessment, the Company's management
determined that its disclosure controls and procedures for such periods were not
effective with respect to the classification of the Company's Warrants as
components of equity instead of as derivative liabilities.
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