Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Following the filing of the quarterly report for the period ended September 30,
2021, filed with the SEC on November 10, 2021, SVF Investment Corp. 2 (the
"Company"), having performed further assessment, concluded that, effective with
its financial statements for quarterly period ended September 30, 2021, it
should restate its prior filed financial statements to classify all Class A
ordinary shares subject to possible redemption in temporary equity. In
accordance with guidance on redeemable equity instruments in ASC 480-10-S99,
redemption provisions not solely within the control of the Company require
ordinary shares subject to redemption to be classified outside of permanent
equity. Previously, the Company had revised its financial statements to classify
all Class A ordinary shares subject to possible redemption in temporary equity.
In addition, effective with its financial statements for quarterly period ended
September 30, 2021, the Company determined it should restate its earnings per
share calculation to allocate income and loss shared pro rata between the two
classes of shares. The Company previously revised the earnings per share
calculation included in the unaudited condensed statements of operations for the
three and nine months ended September 30, 2021.
Therefore, on December 7, 2021, the Company's 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 March 11, 2021 (the
"Post IPO Balance Sheet") and the audit report of Marcum LLP included in the
Current Report on Form 8-K containing the Post IPO Balance Sheet, filed with the
SEC on March 17, 2021 (ii) unaudited interim financial statements included in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, filed with the SEC on May 12, 2021; (iii) unaudited interim
financial statements included in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2021, filed with the SEC on August 10, 2021;
and (iv) unaudited interim financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021,
filed with the SEC on November 10, 2021 (collectively, the "Affected Periods"),
should be restated to classify all Class A ordinary shares subject to possible
redemption in temporary equity and, where applicable, to restate its earnings
per share calculation to allocate income and loss shared pro rata between the
two classes of shares and should no longer be relied upon. As such, the Company
will restate its financial statements for the Affected Periods. The Post IPO
Balance Sheet and the unaudited condensed financial statements for the periods
ended March 31, 2021, June 30, 2021 and September 30, 2021 will be amended in
the Company's Quarterly Report on Form 10-Q/A for the quarterly periods ended
March 31, 2021, June 30, 2021 and September 30, 2021 (collectively, the "Forms
10-Q/A"). Considering such restatement, such financial statements, as well as
the relevant portions of any communication which describes or are based on such
financial statements, should no longer be relied upon.
The restatement does not have an impact on the Company's cash position and cash
held in the trust account established in connection with the IPO (the "Trust
Account").
The Company's management has concluded that a material weakness exists in the
Company's internal control over financial reporting and that the Company's
disclosure controls and procedures were not effective during the Affected
Periods. The Company's remediation plan with respect to such material weakness
will be described in more detail in Item 4 of Part 1 to the Forms 10-Q/A.
The Audit Committee and the Company's management have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
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Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States 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 impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on 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.
2
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