UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2021
KKR ACQUISITION HOLDINGS I CORP.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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30 Hudson Yards, Suite 7500, New York, NY
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (212) 750-8300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable Warrant
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KAHC.U |
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The New York Stock Exchange
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Class A Common Stock, par value $0.0001 per share
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KAHC
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The New York Stock Exchange
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Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
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KAHC WS
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The New York Stock Exchange
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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 ☒
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.
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In September 2021, the Securities and Exchange Commission (the “SEC”) staff addressed (“SEC Staff
Statement”) the treatment of redeemable shares issued by special purpose acquisition companies (“SPACs”) and objected to the historical accounting classification for such shares as partially permanent equity, notwithstanding the typical provisions
in a SPAC’s charter providing that the company cannot redeem public shares that would cause the company’s net tangible assets to be less than US $5,000,001 following such redemptions (“Redemption Limit Provision”). Consistent with market practice at the time, KKR Acquisition Holdings I Corp. (the “Company”) previously classified a portion of its Class A common stock, par value $0.0001 per share (the “Class A common stock”) in permanent equity
due to the Company's certificate of incorporation containing a Redemption Limit Provision.
Following consideration of the guidance in the SEC Staff Statement, the Company concluded the Class A common stock did not meet
the conditions to be classified in permanent equity and the Redemption Limit Provision governing the Company’s Class A common stock did not change the nature of the underlying shares as redeemable and thus would require the Class A common stock to
be classified as temporary equity, and to recognize accretion from the initial book value to redemption value at the time of the Company’s initial public offering in an accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC
480). The Company also concluded following such guidance that the Class A common stock should have been included in temporary equity in its previously issued financial statements as of March 19, 2021 and for the quarters ended March 31, 2021 and
June 30, 2021 (the “Affected Periods”).
The Company has included in Note 9 to the unaudited condensed financial statements contained in its Form 10-Q for the quarter
ended September 30, 2021 filed on November 15, 2021 (“Form 10-Q”) a restatement of the financial statements for the Affected Periods to give effect to the above reclassification of the Class A common stock, and such information is incorporated by
reference herein. In addition, as disclosed in Part II, Item 4 of the Form 10-Q, the Company’s management concluded that in connection with the restatement there was a material weakness in the Company’s internal controls relating to its
interpretation and accounting for certain complex features of the Class A common stock.
As a result of the foregoing, on November 14, 2021, management of the Company and the Audit Committee of the Board of Directors
of the Company determined that the financial statements for the Affected Periods filed prior to the date hereof should no longer be relied upon.
The Company has discussed the matters disclosed in this Current Report on Form 8-K with its independent registered public
accounting firm, Marcum LLP.
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.
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Dated: November 15, 2021
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KKR ACQUISITION HOLDINGS I CORP.
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By:
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/s/ Glenn Murphy
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Name:
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Glenn Murphy
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Title:
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Executive Chairman and Chief Executive Officer
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