Business Context and Reporting Period
This Form 8-K is filed by CF Finance Acquisition Corp. III (the "Company"), a Special Purpose Acquisition Company (SPAC), on May 3, 2021. The report addresses a non-reliance on previously issued financial statements for the year ended December 31, 2020, following an SEC Staff Statement regarding the accounting treatment of warrants issued by SPACs.
Key Financial Metrics
The filing does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The Company explicitly states that the prior accounting treatment of warrants as equity rather than liabilities did not have any effect on previously reported operating expenses, cash flows, or cash balances.
Material Changes Versus Prior Period
- Accounting Reclassification: The Company concluded that its outstanding warrants must be classified as liabilities instead of components of equity.
- Restatement: Historical financial results for the year ended December 31, 2020, will be restated to reflect this liability classification.
- Non-Reliance: Investors are advised that the Annual Report on Form 10-K filed on March 15, 2021, and the related audit report should no longer be relied upon.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the accounting issue. The primary contingency is the ongoing restatement of the 2020 financials, which is being addressed through a contemporaneous amendment to the Form 10-K. The Company confirmed that the Audit Committee and management have discussed these matters with their independent registered public accounting firm.
Important Facts for Investor Verification
- Verify the amended Form 10-K for the year ended December 31, 2020, to review the restated balance sheet reflecting warrants as liabilities.
- Confirm that the reclassification has not altered the Company's cash position or operating expenses, as stated in the filing.
- Monitor the impact of the liability classification on the Company's net assets and potential redemption obligations.
- Note that the Company is an emerging growth company.