8-K 1 tm2122938d1_8k.htm FORM 8-K

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

July 26, 2021

 

DUDDELL STREET ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-39672   N/A
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

8/F Printing House, 6 Duddell Street

Hong Kong

 

 

00000

(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: + 852 3468 6200

 

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
Class A ordinary shares, par value $0.0001 per share   DSAC   Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   DSACW   Nasdaq Capital Market
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   DSACU   Nasdaq Capital Market

 

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.

 

As previously disclosed, on April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC”) issued a statement pertaining to Special Purpose Acquisition Companies (“SPACs”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). In the SEC Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 2, 2020, the outstanding warrants (“Warrants”) to purchase Class A ordinary shares of Duddell Street Acquisition Corp. (the “Company”) were accounted for as equity within the Company’s balance sheet. However, as a result of the SEC Statement, and after discussion and evaluation, including with Marcum LLP, the Company’s independent registered public accounting firm (the “Independent Accountant”), the Company has concluded that its warrants should be presented as liabilities with subsequent fair value measurement (for a full description of the private placement warrants and public warrants, refer to the registration statement on Form S-1 (File No. 333-249207), filed in connection with the Company’s initial public offering, declared effective by the SEC on October 28, 2020).

 

In light of the SEC Statement, on July 26, 2021, the Company’s audit committee (the “Audit Committee”) concluded, after discussion with the Company’s management and the Independent Accountant, that the Company’s audited financial statements for the period from August 28, 2020 (inception) through December 31, 2020 as included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021 (the “Original 10-K”) and certain items on the Company’s previously issued audited balance sheet dated as of November 2, 2020, which was related to its IPO (the “Non-Reliance Periods”), should no longer be relied upon due to changes required to reclassify the Warrants as liabilities to align with the requirements set forth in the SEC Statement.

 

Similarly, press releases, earnings releases, and investor presentations or other communications describing the Company’s consolidated financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon.

 

The change in accounting for the warrants did not have any impact on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash. The Company will prepare an amendment to the Original 10-K reflecting the reclassification of the Warrants for the Non-Reliance Periods. While the Company has not generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the Company’s statement of operations. Going forward, unless the Company amends the terms of the Warrants, it expects to continue to classify the Warrants as liabilities, which would require the Company to incur the cost of measuring the fair value of the warrant liabilities, and which may have an adverse effect on the Company’s results of operations.

 

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants.

 

 

 

 

SIGNATURES

 

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

 

Date: July 26, 2021

 

  DUDDELL STREET ACQUISITION CORP.
   
  By: /s/ Manoj Jain
    Manoj Jain
    Chief Executive Officer