Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Auditor Report or Completed Interim Review.
(a) Subsequent to the issuance of the Thunder Bridge Acquisition II, Ltd. (the
"Company") consolidated financial statements for the years ended December 31,
2020 and 2019, on April 12, 2021, the Staff of the U.S. Securities and
Exchange Commission issued public statement "Staff Statement on Accounting
and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies ("SPACs")" (the "Statement"). The Statement clarified
guidance for all SPAC-related companies regarding the accounting and
reporting for their warrants that could result in the warrants issued by
SPACs being classified as a liability measured at fair value, with non-cash
fair value adjustments recorded in earnings at each reporting period.
On April 30, 2021, the Audit Committee, after consultation with the Company's
management team, concluded that the Company's audited financial statements for
the years ended December 31, 2020 and 2019, its unaudited financial statements
for the three and nine months ended September 30, 2020 and 2019, unaudited
financial statements for the three and six months ended June 30, 2020 unaudited
financial statements for the three months ended March 31, 2020, its unaudited
interim financial statements for the periods from February 13, 2019 (date of
inception) through June 30, 2019, its audited balance sheet as of February 26,
2019 (collectively, the "Non-Reliance Periods"), as reported in the Company's
Annual Reports on Form 10-K filed on March 10, 20201 and February 24, 2021,
Quarterly Reports on Form 10-Q filed on November 13, 2019, May 14, 2020, August
13, 2020 and November 13, 2020, and Current Report on Form 8-K filed on August
19, 2019, should no longer be relied upon based on the facts described below.
Similarly, any previously furnished or filed reports, earnings, releases,
guidance, investor presentations, or similar communications regarding the
Non-Reliance Periods should also not be relied upon.
The Company has determined that the warrants should be accounted for as
liabilities measured at fair value, with non-cash fair value adjustments
recorded in earnings at each reporting period.
As a result, the Company today is announcing that it will restate its historical
financial results for the Non-Reliance Periods to reflect the change in
accounting treatment (the "Restatement"). The Company plans to file the
Form 10-K/A for the year ended December 31, 2020 to reflect the Restatement
subsequent to filing this Form 8-K. The Company's prior accounting for the
warrants as components of equity instead of as derivative liabilities did not
have any effect on the Company's previously reported operating expenses, cash
flows or cash.
The Company's management is also in the process of re-assessing the
effectiveness of the Company's internal control over financial reporting and its
disclosure controls and procedures.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with Grant Thornton LLP, its independent public accounting
firm, and Grant Thornton concurred with the statements made under this Item
4.02(a).
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