Current Report Filing (8-k)
August 12 2022 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 12, 2022
StartEngine Crowdfunding, Inc.
(Exact Name of Registrant As Specified In Its Charter)
000-56415
(Commission File Number)
Delaware |
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46-5371570 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
3900 West Alameda Avenue, Suite 1200
Burbank, CA 91505
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (800) 317-2200
Not applicable
(Former name, former address and former fiscal
year, 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 (see General
Instruction A.2. below):
¨ |
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 under Section 12(b) of
the Act:
None.
Securities registered under Section 12(g) of
the Act:
Common Stock, $0.00001 par value
(Title of Class)
Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 x
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. x
Item 7.01
On August 12, 2022, StartEngine Crowdfunding, Inc. (“StartEngine”)
issued an update and will hold a conference call regarding its financial results as reported in our Form 10-Q for the quarter ended June 30,
2022. A copy of the update is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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, the Company’s cash position and cash held in the
Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-Kand 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.
SIGNATURES
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 thereunto duly authorized.
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STARTENGINE
CROWDFUNDING, INC. |
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(Registrant) |
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Date: August 12, 2022 |
By: |
/s/
Howard Marks |
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Howard Marks |
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Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer and Director |
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