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Cover Page - USD ($)
6 Months Ended
Dec. 31, 2020
Mar. 17, 2021
Entity Information [Line Items]    
Entity Registrant Name Beauty Health Co  
Document Type 10-K/A  
Current Fiscal Year End Date --12-31  
Entity Public Float $ 557,520,000  
Amendment Flag true  
Amendment Description The Beauty Health Company (the “Company,” “we,” “our” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amendment No. 1,” and the Annual Report on Form 10-K, as amended by this Amendment No. 1, this “Annual Report”) to amend its Annual Report on Form 10-K for the period ended December 31, 2020, originally filed with the Securities and Exchange Commission, or the SEC, on March 18, 2021 (the “Original Filing”), to restate its consolidated financial statements as of December 31, 2020 and for the period from July 8, 2020 (inception) through December 31, 2020 (the “Affected Periods”) . The Company is also restating the financial statements as of October 2, 2020 in the accompanying financial statements included in this Annual Report, including describing the restatement and its impact on previously reported amounts. The restatement results from the Company’s prior accounting for its outstanding warrants issued in connection with its initial public offering in October 2020 as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In other words, in the event of a qualifying cash tender offer (which could be outside the control of the Company), all warrant holders would be entitled to cash, while only certain of the holders of the underlying common shares would be entitled to cash. On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Staff Statement”). The Staff Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many SPACs, including the Company’s, require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. The Company has previously classified its private placement warrants and public warrants as equity (for a full description of the Company’s private placement warrants and public warrants (collectively, the “Warrants”), refer to the registration statement on Form S-1 (File No. 333-248717), filed in connection with the Company’s initial public offering, declared effective by the SEC on September 30, 2020. The Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, 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. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the standard option pricing model. The Company and the audit committee concluded that the Company’s warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. In connection with the restatement, the Company’s management identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. For more information, see Item 9A included in this Annual Report on Form 10-K. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Annual Report on Form 10-K, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. Similarly, any previously furnished or filed reports including the audited balance sheet filed with the SEC on Form 8-K on October 8, 2020 (which has not been amended), related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results for the Affected Periods should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein.  
Entity Central Index Key 0001818093  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Filer Category Non-accelerated Filer  
Entity Well-known Seasoned Issuer No  
Document Period End Date Dec. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus FY  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company true  
Entity Ex Transition Period false  
Document Transition Report false  
Entity File Number 001-39565  
Entity Incorporation, State or Country Code DE  
Entity Interactive Data Current Yes  
Document Annual Report true  
Entity Address, Address Line One 2165 Spring Street  
Entity Address, City or Town Long Beach  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 90806  
City Area Code 800  
Local Phone Number 603-4996  
Entity Tax Identification Number 85-1908962  
ICFR Auditor Attestation Flag false  
Class A common stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   46,000,000
Title of 12(b) Security Shares of Class A Common Stock, par value $0.0001 per share  
Trading Symbol VSPR  
Security Exchange Name NASDAQ  
Class B common stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   11,500,000
Warrant [Member]    
Entity Information [Line Items]    
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share, subject to adjustment  
Trading Symbol VSPR  
Security Exchange Name NASDAQ