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 9, 2021, SVF Investment Corp. (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. Further, effective with its
financial statements for quarterly period ended September 30, 2021, the Company
determined it should restate the recognition of the Working Capital Loan to
recognize the exchange feature within the working capital loan, which allows the
lender to require delivery of Private Placement Warrants, with changes in fair
value each period reported in earnings, beginning at the initial funding date of
the working capital loan. Previously, the Company had revised its March 31, 2021
Quarterly Report to recognize the Working Capital Loan at fair value.
Therefore, on December 6, 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 January 12,2021 (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 January 19, 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 24, 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 16, 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 9, 2021 (collectively, the "Affected Periods"),
should be restated to (a) classify all Class A ordinary shares subject to
possible redemption in temporary equity, (b) to, where applicable, restate its
earnings per share calculation to allocate income and loss shared pro rata
between the two classes of shares and (c) to, where applicable, recognize the
Working Capital Loan at fair value 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.
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