false 0001851174 0001851174 2021-11-19 2021-11-19 0001851174 us-gaap:CapitalUnitsMember 2021-11-19 2021-11-19 0001851174 us-gaap:WarrantMember 2021-11-19 2021-11-19









Washington, D.C. 20549




Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 19, 2021


(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of incorporation

or organization)



File Number)

(I.R.S. Employer
Identification No.)

PO Box 309, Ugland House,

Grand Cayman, Cayman Islands

(Address of principal executive offices)



(Zip Code)

(345) 949 8066

Registrant’s telephone number, including area code

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:

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



Name of each exchange on
which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant


New York Stock Exchange

Class A Ordinary Shares, $0.0001 par value


New York Stock Exchange

Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50


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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Statement and Audit Report.

In certain of the previously issued financial statements of World Quantum Growth Acquisition Corp. (the “Company”), a portion of the Company’s redeemable Class A ordinary shares (the “Public Shares”) were classified as permanent equity to maintain shareholders’ equity in excess of $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation. However, in connection with the preparation of the Company’s Form 10-Q for the quarterly period ended September 30, 2021 (the “Quarterly Report”), management re-evaluated the Company’s application of Accounting Standards Codification 480-10-S99 to its accounting classification of Public Shares in light of recent comment letters issued by the Staff of the U.S. Securities and Exchange Commission to certain special purpose acquisition companies. Upon such re-evaluation, management determined that the Public Shares include redemption provisions that require classification of the Public Shares as temporary equity, regardless of the minimum net tangible asset requirement discussed above.

On November 11, 2021, the audit committee of the Company’s board of directors (the “Audit Committee”), based on the recommendation of and after consultation with management, concluded that certain items on the Company’s previously issued audited balance sheet as of August 13 2021, included in the Company’s Current Report on Form 8-K filed on August 20, 2021 should no longer be relied upon due to the reclassification of the Public Shares described above. The previously issued financial statements were corrected in the Quarterly Report on Form 10-Q file on November 18, 2021.

The Audit Committee and management have discussed the matters disclosed in this Item 4.02(a) with Marcum LLP, the Company’s independent registered public accounting firm.







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.

Date: November 19, 2021WORLD QUANTUM GROWTH

By: /s/Xavier Rolet                                        
Name: Xavier Rolet
Title: Chief Executive Officer



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