Form 8-K Investing in Population Health by: December 16
Article 4.02 Non-dependency on previously published financial statements or a related audit report or interim review completed.
In preparing the financial statements of Population Health Investment Co., Inc., a Cayman Islands exempt company (the “Company”), as of and for the quarterly period ended September 30, 2021, the Company has concluded that it should revise its financial statements to classify all Class A common shares, with a par value of $ 0.0001 per share (“Class A common shares”), subject to possible redemption in temporary shares. In accordance with the guidelines of the Securities and Exchange Commission (“SEC”) and its staff on repayable equity instruments in the ASC 480-10-S99, redemption arrangements which are not solely under the control of the Company require that ordinary shares subject to redemption be classified outside permanent equity. The Company had previously classified a portion of its Class A common shares as permanent equity, or total equity (deficit). Although the Company has not specified a maximum repurchase threshold, its amended and updated memorandum and articles of association currently provide that the Company will not repurchase its public shares for an amount which would result in its net tangible assets being lower. to $ 5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net property, plant and equipment. Beginning with its financial statements for the quarterly period ended September 30, 2021, the Company has revised this interpretation to include temporary equity in net property, plant and equipment. In addition, as part of the change in presentation of class A ordinary shares liable to be redeemed, the Company has decided to restate the calculation of its earnings per share in order to distribute the income and losses on a pro rata basis between the two categories of actions. This presentation considers an initial business combination as the most likely outcome, in which case the two classes of shares share the Company’s income and losses on a pro rata basis.
After further consideration of the impact of the error that led to the revised financial statements of September 30, 2021, December 16, 2021, the management of the Company and the audit committee of the board of directors of the Company (the “Audit Committee”) concluded that the audited balance sheet (i) previously published of the Company as of November 20, 2020 (the “post-IPO balance sheet”), as previously restated in amendment 1 to the annual report on form 10-K / A of the Company for the year ended December 31, 2020, as filed with the SEC on May 19, 2021 (the “first amended filing”), (ii) the audited financial statements for the period ended December 31, 2020 included in the first Amended Filing, (iii) 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 and presented as revised in the company’s quarterly report on form 10-Q for the quarterly period ended September 30, 2021 (the “original Q3 10Q form”), (iv) the 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 13, 2021 and reported as revised in the company’s original Q3 Form 10-Q, and (v) Footnote 2 of the unaudited interim financial statements and Item 4 of Part 1 included in the company’s original Q3 form 10-Q (collectively, “affected periods”), should be restated to report all public actions as temporary equity and should no longer be invoked. As such, the Company intends to restate its financial statements for the affected periods in (i) a form 10-K / A with regard to the post-IPO balance sheet and audited financial statements of the Company for the period ended December 31, 2020 included in the first amended filing and (ii) a form 10-Q / A for the quarterly period ended September 30, 2021 with respect to its unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021.
The restatement has no impact on the Company’s cash position and on the cash held in the trust account established in connection with the IPO.
Management of the Company has concluded that a material weakness persists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures are not effective. As a result of this reassessment, we determined that our disclosure controls and procedures for those periods were not effective with respect to the proper recognition and classification of complex financial instruments.
The Audit Committee discussed the matters disclosed in this report on Form 8-K in accordance in this Section 4.02 with the Company’s current independent registered public accounting firm, WithumSmith + Brown, PC (“Withum”). Withum has received a copy of the disclosures made herein and has been given the opportunity, no later than the day of filing this current report on Form 8-K, at review these disclosures.