Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the "SEC") released a
public statement (the "Public Statement") informing market participants that
warrants issued by special purpose acquisition companies ("SPACs") may require
classification as a liability of the entity measured at fair value, with changes
in fair value each period reported in earnings. PTK Acquisition Corp. (the
"Company") has previously classified its private placement warrants
(collectively, the "Private Placement Warrants") as equity. For a full
description of the Company's warrants, please refer to the Company's final
prospectus filed in connection with its initial public offering ("IPO") on
July 15, 2020 ("Final Prospectus").
Management of the Company and the Audit Committee of the Board of Directors of
the Company determined that the Company's previous audited balance sheet related
to its IPO on July 15, 2020, its quarterly unaudited financial statements for
the period through June 30, 2020 filed on Form 10-Q with the SEC on August 26,
2020, its quarterly unaudited financial statements for the period ending
September 30, 2020 filed on Form 10-Q with the SEC on November 16, 2020, and its
audited financial statements for the period ending December 31, 2020 filed on
the Company's Annual Report on Form 10-K (the "Affected Periods") should no
longer be relied upon due to changes required for alignment with the SEC's
Public Statement. The SEC's Public Statement discussed "certain features of
warrants issued in SPAC transactions" that "may be common across many entities."
The Public Statement indicated that when one or more of such features is
included in a warrant, the warrant "should be classified as a liability measured
at fair value, with changes in fair value each period reported in earnings."
Following consideration of the guidance in the Public Statement, while the terms
and quantum of the warrants as described in the Final Prospectus have not
changed, the Company concluded the Private Placement Warrants do not meet the
conditions to be classified in equity and instead, the warrants meet the
definition of a derivative under ASC 815, under which the Company should record
the Private Placement Warrants as liabilities on the Company's balance sheet.
The Company has discussed this approach with its independent registered public
accounting firm, Marcum LLP, and intends to file an amendment to its Annual
Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on
April 1, 2021 (the "Amended 10-K") reflecting this reclassification of the
Private Placement Warrants for the Affected Periods. The Company has worked
diligently with an independent valuation expert to finalize the valuation of the
Private Placement Warrants and will file the Amended 10-K as soon as
practicable. The adjustments to the financial statement items for the Affected
Periods will be set forth through expanded disclosure in the financial
statements included in the Amended 10-K, including further describing the
restatement and its impact on previously reported amounts.
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