Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(a)
On April 12, 2021, the staff of the Securities and Exchange Commission (the “Staff”) issued a statement
entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(“SPACs”)” (the “Staff Statement”). In the Staff Statement, the Staff, among other things,
highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public
offerings of special purpose acquisition companies, such as G&P Acquisition Corp. (the “Company”).
Upon review of the Staff Statement, the Company’s
management further evaluated the warrants issued in connection with the Company’s initial public offering under Accounting Standards
Codification (“ASC”) Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity.
ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including
warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to
the issuer’s common stock. Based on the Company’s management’s evaluation, the audit committee of the Company’s
board of directors (the “Audit Committee”), in consultation with the Company’s management and the Company’s
independent registered public accounting firm, concluded that the Company’s warrants are not indexed to the Company’s common
stock in the manner contemplated by ASC Section 815-40-15.
On May 19, 2021, the Audit Committee, based
on the recommendation of and after consultation with the Company’s management and based on a discussion with the Company’s
independent registered public accounting firm, concluded that the Company’s audited balance sheet as of March 15, 2021 should no
longer be relied upon based on the reclassification of warrants as described above. Similarly, the related Report of Independent Registered
Public Accounting Firm, dated March 19, 2021, should no longer be relied upon.
As a result, the Company today is announcing that
it will restate its balance sheet as of March 15, 2021 to reflect the change in accounting treatment (the “Restatement”).
The Company’s prior accounting for the warrants
as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or
funds held in the trust account.
The Audit Committee and the Company’s management
have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company’s independent registered public accounting firm.
Cautionary Statements Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995,
as amended. Certain of such forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks” or other similar expressions. Such forward-looking statements may include, but are not limited to, statements regarding
the Company’s intent to restate certain historical financial statements and the timing and impact of the Restatement. Such forward-looking
statements are based on current expectations as of the date of this Current Report on Form 8-K and involve a number of risks and uncertainties
that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
