Filing Summary
Registrant and period: The filing is a Form 8-K filed by HealthCor Catalio Acquisition Corp., not Hyperfine, Inc., dated November 18, 2021. The relevant reporting periods are the balance sheet as of January 29, 2021 and quarterly periods ended March 31 and June 30, 2021, with related revisions to be reflected in the September 30, 2021 Form 10-Q.
Material Accounting Issue
The Audit Committee concluded that the previously issued audited balance sheet as of January 29, 2021, the unaudited quarterly financial statements for the periods ended March 31 and June 30, 2021, and Marcum LLP’s related audit report should no longer be relied upon.
The Company will revise the presentation of all Class A ordinary shares issued in its initial public offering that are subject to redemption. These shares will be classified as temporary equity rather than permanent equity under SEC guidance and ASC 480-10-S99 because redemption provisions are not solely within the Company’s control.
Financial Impact and Liquidity
- The filing does not provide revised revenue, profit, cash flow, margin, debt, or liquidity figures.
- The Company stated that the reclassification and related changes are not expected to affect cash or cash held in the trust account.
- The prior approach measured redeemable shares at a redemption value of $10.00 per share while considering the requirement that net tangible assets not fall below $5,000,001. The Company subsequently revised its interpretation to include temporary equity in net tangible assets.
Outlook, Risks, and Unusual Items
The Company planned to include the reclassification of temporary and permanent equity, and other related changes, in its forthcoming Form 10-Q for the quarter ended September 30, 2021. Investors should note the non-reliance designation and await the corrected financial statements. The filing does not identify any expected impact on the trust account or cash position.
Key Facts to Verify
- Confirm that the filing pertains to HealthCor Catalio Acquisition Corp. rather than Hyperfine, Inc.
- Review the forthcoming September 30, 2021 Form 10-Q for corrected balance-sheet classifications and related amounts.
- Determine whether the revisions affect shares subject to redemption, net tangible assets, earnings per share, or other reported metrics.
- Assess any subsequent auditor comments or additional non-reliance notices.