Current Report Filing (8-k)
November 19 2021 - 5:00PM
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): November
15, 2021
SPRINGWATER SPECIAL SITUATIONS CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-40757
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85-3501488
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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c/o Graubard Miller
405 Lexington Avenue, 11th Floor
New York, New York 10174
(Address of Principal Executive Offices) (Zip Code)
(212) 818-8800
(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 (see General
Instruction A.2. below):
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☐
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
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SWSSU
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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SWSS
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The Nasdaq Stock Market LLC
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Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share
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SWSSW
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The Nasdaq Stock Market LLC
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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.
In connection with the preparation of the financial statements as of
September 30, 2021 for Springwater Special Situations Corp. (the “Company”), management identified errors made in the Company’s
historical financial statements where the Company improperly classified some of its common stock subject to possible redemption. The Company
previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common
stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant
to the Company’s amended and restated certificate of incorporation. Management determined that the common stock issued during the
Company’s initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside
the Company’s control. Therefore, management concluded that temporary equity should include all shares of common stock subject to
possible redemption, as opposed to only certain shares. This resulted in a restatement to the initial carrying value of the common stock
subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and
common stock.
Based on the foregoing, on November 15, 2021, management of the Company
and the Audit Committee of the Board of Directors of the Company determined that the Company’s previous audited balance sheet as
of August 30, 2021 (the date the Company consummated its initial public offering), included in Exhibit 99.1 to the Company’s Current
Report of Form 8-K filed on September 3, 2021 (the “Affected Period”) should no longer be relied upon. The Company has included
a footnote in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (Note 2) reflecting the reclassification for
the Affected Period.
The Company’s management and the Audit Committee have discussed
the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, its independent registered public
accounting firm.
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
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SPRINGWATER SPECIAL SITUATIONS CORP.
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By:
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/s/ Martin Gruschka
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Name:
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Martin Gruschka
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Title:
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Chief Executive Officer
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