SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
In connection with the preparation of the financial statements of Far Peak Acquisition Corporation (the “Company”) as of and for its fiscal year ended September 30, 2021, management has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A ordinary shares, par value $0.0001 per share, issued as part of the units sold in the Company’s initial public offering on December 7, 2020 (the “IPO”) and subsequent over-allotment. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company’s management has now determined that the Class A ordinary shares include certain provisions that require classification of all such shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.
In addition, in connection with the determination to change the presentation for the Class A ordinary shares subject to possible redemption described above, the Company has determined that its earnings per share calculation should be revised to allocate income and losses pro rata between the Class A and Class B ordinary shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.
Therefore, on November 30, 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 December 7, 2020 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2020, (ii) unaudited interim financial statements included in the Form 10-Q for the quarterly period ended December 31, 2020, filed with the SEC on February 16, 2021 and as previously revised on Form 10-Q/A No. 1, filed with the SEC on June 1, 2021; (iii) 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 June 1, 2021; and (iv) 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 3, 2021 (collectively, the “Affected Periods”), should no longer be relied upon and should be restated to report all Class A ordinary shares as temporary equity and to change the earnings per share calculation, in each case, as described above. As such, the Company will restate its financial statements for the Affected Periods in its Annual Report on Form 10-K for its fiscal year ended September 30, 2021 to be filed with the SEC as soon as practicable (the “Form 10-K”).
The restatement does not have an impact on the Company’s cash position and investments held in the trust account established in connection with the IPO (the “Trust Account”).
The Company’s management has concluded that in light of the classification and earnings per share calculation errors described above, 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. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-K.
The Audit Committee and the Company’s management have discussed the matters disclosed pursuant to this Item 4.02(a) with its independent registered public accounting firm, WithumSmith+Brown, PC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 30, 2021 | FAR PEAK ACQUISITION CORPORATION | |||||
| By: | /s/ David W. Bonanno | |||||
| Name: | David W. Bonanno | |||||
| Title: | Chief Financial Officer and Secretary | |||||