Current Report Filing (8-k)
November 22 2021 - 4:11PM
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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
22, 2021
KL Acquisition Corp
(Exact name of registrant as specified in its charter)
Delaware
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001-39850
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85-2734828
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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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111 West 33rd Street
Suite 1910
New York, NY 10120
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 782-3482
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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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 Class A Common Stock and one-third of one Redeemable Warrant
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KLAQU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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KLAQ
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The Nasdaq Stock Market LLC
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Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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KLAQW
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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 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.
Item 4.02. Non-Reliance on Previously Issued Financial Statements.
In connection with the preparation
of its financial statements as of September 30, 2021, the management of KL Acquisition Corp, a Delaware corporation (the “Company”),
in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the
manner in which, as of the closing of the Company’s initial public offering, the Company classified its Class A common stock subject
to possible redemption. The Company previously determined the value of such Class A common stock to be equal to the redemption value of
such shares, after taking into consideration the terms of the Company’s Amended and Restated Certificate of Incorporation, under
which a redemption cannot result in net tangible assets being less than $5,000,001, and therefore classified its Class A common stock
as permanent equity. Management has now determined, after consultation with its advisors, that the Class A common stock underlying the
units issued during its initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered
to be outside the Company’s control. Therefore, management has concluded that the redemption value of its Class A common stock subject
to possible redemption should reflect the possible redemption of all Class A common stock. As a result, management has noted a reclassification
error related to temporary equity and permanent equity, which has resulted in a restatement of the initial carrying value of the Class
A common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated
deficit and Class A common stock.
On November 22, 2021, the
Company’s audit committee concluded, after discussion with the Company’s management and its advisors, that the Company’s
audited balance sheet as of January 12, 2021, the Company’s unaudited condensed financial statements included in the Company’s
Form 10-Q for the quarterly period ended March 31, 2021 and its Form 10-Q for the quarterly period ended June 30, 2021 should no longer
be relied upon due to the reclassification described above. The Company plans to restate the financial statements identified above in
its upcoming Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with Securities and Exchange
Commission.
The Company does not expect
the changes described above to have any impact on its cash position or the balance held in the trust account.
The Company’s management
has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control
over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation
plan with respect to such material weakness is described in more detail in the upcoming Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2021.The Company’s management and audit committee have discussed the matters disclosed in this Current
Report on Form 8-K pursuant to this Item 4.02 with 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 22, 2021
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KL Acquisition Corp
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By:
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/s/ Doug Logigian
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Name:
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Doug Logigian
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Title:
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Chief Executive Officer
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KL Acquisition (NASDAQ:KLAQ)
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