SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 24, 2021
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Commission File Number)||(I.R.S. Employer|
|382 NE 191 Street, #24148
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||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-third of one Warrant||XPOA.U||The New York Stock Exchange|
|Class A Common Stock, par value $0.0001 per share||XPOA||The New York Stock Exchange|
|Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50||XPOA WS||The New York Stock Exchange|
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.
On April 12, 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). In the Staff Statement, the 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 being treated as equity.
Since issuance on October 23, 2020, the outstanding warrants of DPCM Capital, Inc. (the “Company”) were accounted for as equity within the Company’s balance sheet. In light of the Staff Statement and after discussion and evaluation, including with the Company’s independent registered public accounting firm, the Company concluded that its warrants should be presented as liabilities with subsequent fair value remeasurement.
On June 24, 2021, the Company’s management and the audit committee of the Company’s board of directors discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting firm and concluded that the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from March 24, 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 Form 10-K”), should be restated because of a misapplication in the guidance around accounting for the Company’s outstanding warrants, and should no longer be relied upon. Similarly, the Company’s audited balance sheet as of October 23, 2020, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2020, should no longer be relied upon.
The Company intends to file an amendment to the Original Form 10-K (the “Amendment”) reflecting the reclassification of its warrants as a liability as soon as practicable. The adjustments to the financial statements will be set forth through expanded disclosure in the financial statements included in the Amendment, including further describing the restatement and its impact on previously reported amounts.
The Company does not expect any of the above changes will have any impact on the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations.
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 Company’s intent to restate certain historical financial statements or the timing or impact of such restatement. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. 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.
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.
|DPCM CAPITAL, INC.|
|By:||/s/ Emil Michael|
|Name: Emil Michael |
Title: Chief Executive Officer
Date: June 24, 2021