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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 30, 2021

 

OTR Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39708   85-2136914
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

1395 Brickell Avenue

Suite 800

Miami, FL 33131

(Address of Principal Executive Offices) (Zip Code)

 

(305) 697-9600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  Trading
Symbol(s)
  Name of each exchange on
which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant   OTRAU  

 

The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share   OTRA   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   OTRAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

 

 

 

 

  

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

The management of OTR Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on November 19, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

 

Therefore, on November 30, 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 financial statements as of December 31, 2020, for the year ended December 31, 2020, included in OTR’s Annual Report on Form 10-K/A  filed with the SEC on May 18, 2021 (the “2020 10-K/A No. 1”), (ii) unaudited financial statements as of March 31, 2021 and for the three months ended March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 25, 2021, (iii) unaudited financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2021 and (iv) unaudited financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2021 (the “Q3 10-Q”) (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in an amendment to the existing Q3 10-Q (the “Q3 10-Q/A”), except for the annual period ended December 31, 2020 which will be restated in Form 10-K/A No. 2 as described therein

 

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

 

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company intends to describe remediation with respect to such material weakness in more detail in the forthcoming Q3 10-Q/A.

 

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to Item 4.02 with Withum Smith+Brown, PC, the Company's independent registered public accounting firm.

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 30, 2021

 

 

  OTR ACQUISITION CORP.
   
  By:  /s/ Nicholas J. Singer
    Name: Nicholas J. Singer
    Title: Chief Executive Officer