Item 4.02
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Non-Reliance on Previously Issued Financial Statement or Related
Audit Report or Completed Interim Review.
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(a) On May 11, 2021, the Audit Committee of the Board of Directors (the Audit
Committee) of Marquee Raine Acquisition Corp. (the Company), after consultation with management and our independent public accountants, WithumSmith+Brown, PC, concluded that the Companys audited financial statements for the
period from October 16, 2020 (inception) through December 31, 2020 and its audited balance sheet as of December 31, 2020 (collectively, the Non-Reliance Periods), as reported in the
Companys Annual Report on Form 10-K filed March 26, 2021 (the Initial Filing), should no longer be relied upon because of the errors identified therein.
On April 12, 2021, the staff (the Staff) of the Securities and Exchange Commission (the SEC) issued a statement entitled
Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies. In the statement, the Staff, among other things, highlighted potential accounting implications of certain terms that
are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. In connection with such statement, the Company revisited its accounting for its public warrants and private
placement warrants issued in connection with the Companys initial public offering (the Warrants), and determined that they should be treated as derivative liabilities pursuant to ASC 815-40
rather than as components of equity as the Company previously treated the Warrants. The correction involves only non-cash adjustments.
As a result, the Company today is announcing that it will restate its historical financial results for the
Non-Reliance Periods, in each case to reflect the change in accounting treatment (the Restatement). The Company is filing its Form 10-K/A for the year ended
December 31, 2020 to reflect the Restatement contemporaneously with the filing of this Form 8-K.
In
connection with the Restatement, the Companys management reassessed the effectiveness of its disclosure controls and procedures for the Non-Reliance Periods. As a result of that reassessment, the
Companys management determined that its disclosure controls and procedures for such periods were not effective with respect to the classification of the Warrants as components of equity instead of as derivative liabilities.
The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02(a) with the Companys independent accountant.
Cautionary Statements Regarding 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
Companys intent to restate certain historical financial statements and the timing and impact of the Restatement. These statements are based on current expectations on the date of this 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.