UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The management of DiamondHead Holdings Corp. (the “Company”) has re-evaluated the Company's application of ASC 480-10-S99 to its accounting classification of its Class A common stock subject to possible redemption (the “Public Shares”), issued as part of the units sold in the Company's initial public offering (the “IPO”) on January 28, 2021. Pursuant to such re-evaluation, the Company's management has determined that all Public Shares subject to redemption include certain provisions that require classification of the Public Shares as temporary equity. The Company had previously classified a portion of its Class A common stock in permanent equity.
On November 19, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), after consultation with its advisors, concluded that the Company’s previously issued (i) balance sheet as of the closing of the IPO on January 28, 2021, included in the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2021 and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. As such, the Company has restated its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC today, November 19, 2021 (the “Q3 Form 10-Q”).
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’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.
The Company’s management and the Audit Committee have discussed with its independent registered public accounting firm the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements and any proposed remediation measures with respect to identified material weaknesses. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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 19, 2021
| DIAMONDHEAD HOLDINGS CORP. | ||
| By: | /s/ Keith Feldman | |
| Name: | Keith Feldman | |
| Title: | Chief Financial Officer | |