Filing Overview
This Form 8-K was filed by Altimar Acquisition Corporation, not Blue Owl Capital Inc., on April 22, 2021. The filing reports an accounting error concerning the classification of the company’s publicly traded warrants.
Business Context and Reporting Period
Altimar was a special purpose acquisition company (SPAC) with units, Class A ordinary shares, and redeemable warrants listed on the New York Stock Exchange. The affected reporting periods include the year ended December 31, 2020; the period from August 20, 2020, inception, through September 30, 2020; and balance sheets dated October 27, 2020.
Financial and Accounting Matters
- Management and the Audit Committee concluded that the warrants should have been classified as derivative liabilities rather than components of equity under ASC Subtopic 815-40.
- The conclusion followed the SEC Staff’s April 12, 2021 statement regarding accounting and reporting considerations for SPAC warrants.
- The prior accounting treatment did not affect previously reported operating expenses, cash flows, or cash.
- The filing does not provide revised financial statement amounts or quantify the effect of the warrant reclassification.
- The company stated that it was filing an amended Form 10-K for the year ended December 31, 2020 concurrently with this Form 8-K.
Material Changes Versus Prior Reporting
The company determined that its previously issued financial statements and related audit report for the identified periods should no longer be relied upon. Historical results will be restated to recognize the warrants as derivative liabilities. The restatement may affect reported liabilities, equity, and earnings through changes in the fair value of the warrant liabilities, but the filing does not provide the amounts of those changes.
Outlook, Risks, and Unusual Items
- The principal unusual item is the non-reliance determination and planned restatement of historical financial statements.
- Management’s forward-looking statements concern the timing and impact of the restatement and are subject to uncertainty.
- The company cautioned that actual results could differ materially from its expectations and stated that it assumes no obligation to update forward-looking statements.
- The Audit Committee and management discussed the matter with the company’s independent accountant.
Investor Verification Items
- Verify the amended Form 10-K and the final restated balance sheets, income statements, equity balances, and warrant-liability measurements.
- Review the effect of the restatement on net income or loss, earnings per share, and accumulated deficit.
- Confirm whether any subsequent filings or disclosures identify additional accounting impacts or control deficiencies.
- Confirm the issuer identity: the supplied filing is for Altimar Acquisition Corporation, while the request metadata identifies Blue Owl Capital Inc.