Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) In connection with the preparation of FinTech Acquisition Corp. VI's (the
"Company") financial statements as of September 30, 2021, the Company's
management, in consultation with its advisors, identified an error made in
certain of its previously issued financial statements, arising from the manner
in which, as of the closing of the Company's initial public offering, the
Company valued its Class A common stock subject to possible redemption. The
Company previously determined the value of such Class A common stock to be equal
to the redemption value of such shares of Class A common stock, after taking
into consideration the terms of the Company's Amended and Restated Certificate
of Incorporation, under which a redemption cannot result in net tangible assets
being less than $5,000,001. Management has now determined, after consultation
with its advisors, that the shares of Class A common stock underlying the units
issued during the initial public offering can be redeemed or become redeemable
subject to the occurrence of future events considered to be outside the
Company's control. Therefore, management has concluded that the redemption value
of its shares of Class A common stock subject to possible redemption should
reflect the possible redemption of all shares of Class A common stock. As a
result, management has noted a reclassification error related to temporary
equity and permanent equity. This has resulted in a restatement of the initial
carrying value of the shares of Class A common stock subject to possible
redemption, with the offset recorded to additional paid-in capital (to the
extent available), accumulated deficit and shares of Class A common stock. In
addition, in connection with the change in presentation for the Class A common
stock subject to possible redemption, the Company has determined it should
restate its income (loss) per common share calculation to allocate net income
(loss) pro rata between the two classes of its common stock. This presentation
contemplates a business combination as the most likely outcome, in which case,
both classes of common stock share pro rata in the income (loss) of the Company.
On December 2, 2021, the audit committee of the board of directors of the
Company (the "Audit Committee"), based on the recommendation of and after
consultation with management, concluded that the Company's (i) audited balance
sheet as of June 28, 2021 (the "Audited Affected Financials") 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 July 2, 2021, (ii) unaudited financial
statements as of June 30, 2021 contained in the Company's Quarterly Report on
Form 10-Q filed with the SEC on August 13, 2021 (the "Unaudited Affected
Financials") and (iii) Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2021 filed with the SEC on November 15, 2021, should no
longer be relied upon due to the error described above. The Company intends to
restate the error in an amendment to its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021 (to include restatements with respect
to the Audited Affected Financials and the Unaudited Affected Financials) (the
"Amended Form 10-Q"). Similarly, the related press releases, stockholder
communications, investor presentations or other communications describing
relevant portions of the Company's financial statements for these periods,
should no longer be relied upon.
The Company does not expect the changes described above to have any impact on
its cash position or the balance held in the trust account.
The Company's management has concluded that in light of the error and
restatement 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
Amended Form 10-Q.
The Audit Committee and management have discussed the matters disclosed pursuant
to this Item 4.02(a) with the Company's independent accountant.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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