Cover Page - USD ($) |
4 Months Ended | ||
|---|---|---|---|
Dec. 31, 2020 |
Dec. 29, 2021 |
Jun. 30, 2020 |
|
| Document Information [Line Items] | |||
| Document Type | 10-K/A | ||
| Amendment Flag | true | ||
| Entity Central Index Key | 0001823776 | ||
| Entity Registrant Name | H.I.G. Acquisition Corp. | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Document Period End Date | Dec. 31, 2020 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2020 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Interactive Data Current | Yes | ||
| Entity Current Reporting Status | Yes | ||
| Entity File Number | 001-39639 | ||
| Entity Tax Identification Number | 98-1556204 | ||
| Entity Incorporation, State or Country Code | E9 | ||
| Entity Shell Company | true | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Small Business | true | ||
| Entity Emerging Growth Company | true | ||
| Entity Address, State or Province | FL | ||
| City Area Code | 305 | ||
| Local Phone Number | 379-2322 | ||
| Entity Ex Transition Period | false | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| ICFR Auditor Attestation Flag | false | ||
| Entity Public Float | $ 0 | ||
| Amendment Description | References throughout this Amendment No. 2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are to H.I.G. Acquisition Corp. unless the context otherwise indicates. This Amendment No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of H.I.G. Acquisition Corp. for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (“First Amended Filing”). Restatement Background The Company has followed Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity,” (“ASC 480”) in accounting for its redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”). This included recording the Public Shares in permanent equity on its balance sheet. However, the Company maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In September 2021, the Company’s management re-evaluated and ultimately concluded that the classification of $5,000,001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity. In connection with the preparation of the financial statements as of and for the three and nine months ended September 30, 2021 that were included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2021 (the “Q3 Form 10-Q”), the Company concluded that it would change its accounting and reflect the full amount of all redeemable Public Shares in temporary equity. This was a change from the Company’s previous accounting practice whereby it maintained shareholders’ equity of at least $5,000,001 as the Company will not redeem Public Shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In connection with the change in presentation for the Public Shares subject to possible redemption, the Company also revised its earnings per share to allocate net income (loss) evenly to all Public Shares and Class B ordinary shares. On December 14, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of October 23, 2020, (the “Post-IPO Balance Sheet”) as previously restated in the First Amended Filing, (ii) audited financial statements included in the First Amended Filing, (iii) unaudited interim financial statements as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 24, 2021, (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2021, and (v) unaudited interim financial statements as of and for the three and nine months ended September 30, 2021 included in the Q3 Form 10-Q (collectively, the “Affected Periods”), in each case, should be restated to classify all of the Public Shares as temporary equity and should no longer be relied upon. As a result, the Company is restating its financial statements for the Affected Periods herein for the Post-IPO Balance Sheet and the Company’s audited financial statements included in the First Amended Filing and in a Form 10-Q/A for the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021. The restatement does not have an impact on its cash position and cash held in the trust account (the “Trust Account”) established in connection with the initial public offering (the “IPO”). The Company’s management has concluded that a material weakness had developed in the Company’s internal control over financial reporting related to the accounting for complex financial instruments and that the Company’s disclosure controls and procedures were not effective as a result. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 9A of Part II hereof. The financial information that has been previously filed or otherwise reported is superseded by the information in this Amendment No. 2, and the financial statements and related financial information contained in such previously filed report should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment No. 2 under Item 15 of Part IV hereof. Internal Control and Disclosure Controls Considerations Following the conclusion that the classification of $5,000,0001 in permanent equity was not appropriate and that the Public Shares should be reclassified as temporary equity, and in connection with the restatement, the Company’s management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020. The Company’s management has concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2020, due to the material weakness in internal controls over financial reporting related to the accounting for complex financial instruments. The material weakness is more fully described in Item 9A: Controls and Procedures, contained herein. For the convenience of the reader, this Amendment No. 2 sets forth the Annual Report on Form 10-K of the Company as of and for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 (the “Original Filing”), as amended by the First Amended Filing, and as amended to reflect the restatement in connection with the reclassification of the Public Shares as temporary equity. No attempt has been made in this Amendment No. 2 to update other disclosures presented in the Original Filing or the First Amended Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the restatement: • Part I - Item 1A. Risk Factors • Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. • Part II - Item 9A. Controls and Procedures. • Part IV - Item 15. Exhibits, Financial Statement Schedules. Except as described above, no other information included in the Original Filing or the First Amended Filing is being amended or updated by this Amendment No. 2, and accordingly, this Amendment No. 2 does not reflect or purport to reflect any information or events occurring after the filing dates of the Original Filing or the First Amended Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 2 should be read in conjunction with the First Amended Filing and the Company’s other filings with the SEC. This Amendment No. 2 does not reflect adjustments for events occurring after March 30, 2021, the date of the filing of the Original Filing, or events occurring after May 24, 2021, the date of the filing of the First Amended Filing, except to the extent they are otherwise required to be included and discussed herein and did not substantively modify or update the disclosures herein other than as required to reflect the adjustments described above. This Amendment No. 2 should be read in conjunction with the Company’s Current Reports on Form 8-K filed with the SEC since the date of filing of the Original Filing and all of the Company’s filings after the date hereof. | ||
| Entity Address, Address Line One | 1450 Brickell Avenue | ||
| Entity Address, Address Line Two | 31st Floor | ||
| Entity Address, City or Town | Miami | ||
| Entity Address, Postal Zip Code | 33131 | ||
| Common Class A [Member] | |||
| Document Information [Line Items] | |||
| Trading Symbol | HIGA | ||
| Security Exchange Name | NYSE | ||
| Title of 12(g) Security | Class A ordinary shares included as part of the units | ||
| Entity Common Stock, Shares Outstanding | 36,394,500 | ||
| Common Class B [Member] | |||
| Document Information [Line Items] | |||
| Entity Common Stock, Shares Outstanding | 9,098,625 | ||
| Capital Units [Member] | |||
| Document Information [Line Items] | |||
| Trading Symbol | HIGA.U | ||
| Security Exchange Name | NYSE | ||
| Title of 12(g) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | ||
| Warrant [Member] | |||
| Document Information [Line Items] | |||
| Trading Symbol | HIGA WS | ||
| Security Exchange Name | NYSE | ||
| Title of 12(g) Security | Redeemable warrants included as part of the units |