UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On May 23, 2022, the management of Sizzle Acquisition Corp., a Delaware corporation (the “Company”), in consultation with its advisors, identified an error made in the Company’s previously issued financial statements as of December 31, 2021 contained in the Company’s Annual Report on Form 10-K (the “Form 10-K”) and filed with the SEC on April 15, 2022. The Company has determined that a payment to one of its financial advisors (the “Payment”) was inappropriately recorded as an expense in the Company’s Statement of Operations for the year ended December 31, 2021. The Payment should have been recorded as part of the additional paid in capital in the Company’s Statement of Changes in Stockholders’ Deficit for the same period. The Company will appropriately record the Payment identified above in the financial statements to be included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 and accordingly, management believes that the financial statements to be included in such reports will present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.
On May 23, 2022, the Company’s audit committee concluded, after discussion with the Company’s management and its advisors, that the Company’s audited financial statements previously reported in the Form 10-K should no longer be relied upon due to the misstatement described above and should be restated to record the Payment appropriately.
The Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account.
As previously disclosed in the Company’s Form 10-K, 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’s remediation plan with respect to such material weakness is described in more detail in the upcoming periodic filing with the Securities and Exchange Commission. The Company’s management and audit committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with its independent registered public accounting firm.
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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.
| Sizzle Acquisition Corp. | |||
| By: | /s/ Steve Salis | ||
| Name: | Steve Salis | ||
| Title: | Chief Executive Officer | ||
| Dated: May 23, 2022 | |||
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