Current Report Filing (8-k)
May 28 2021 - 6:13AM
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):
May 27, 2021
SCIENCE STRATEGIC ACQUISITION CORP. ALPHA
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-39930
(Commission
File Number)
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85-3594633
(IRS Employer
Identification No.)
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1447 2nd Street
Santa Monica, CA
(Address of principal executive offices)
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90401
(Zip Code)
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Registrant’s telephone number, including
area code: (310) 393-3024
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 Symbols
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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 Warrant
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SSAAU
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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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SSAA
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A
Common Stock at an exercise price of $11.50 per share
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SSAAW
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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 þ
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 Related Audit Report.
On April 12, 2021, the Securities
and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) on accounting and reporting
considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC’s Public Statement discussed
“certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public
Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability
measured at fair value, with changes in fair value each period reported in earnings.”
On May 27, 2021, Science
Strategic Acquisition Corp. Alpha (the “Company”, we”, “our” or “us”) determined that the Company
incorrectly classified the public warrants and private placement warrants issued in connection with the Company’s initial public
offering (the “Warrants”) as equity instruments in the previously issued audited balance sheet as of January 28, 2021 included
in the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2021 (the “Original Financial Statement”).
As a result, the Warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring
basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations.
The Company’s accounting
for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously
reported investments held in trust, operating expenses, cash flows or cash.
As a result, on May 27,
2021, after discussion with Marcum LLP, the Company’s independent registered public accounting firm, the Company’s management
and the audit committee of the company’s board of directors (the “Audit Committee”) concluded that the Original Financial
Statement should no longer be relied upon and is to be restated in order to correct the classification error as well as the fair value
re-measurements and align with the SEC’s Public Statement. Accordingly, the Company has disclosed the impact of such restatement
on its Original Financial Statement in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which the Company has
filed with the SEC alongside this Current Report on Form 8-K, and will continue to do so in its future financial statements.
The Company’s
management and the Audit Committee have discussed the matters disclosed in this Item 4.02(a) with the Company’s independent
registered public accounting firm, Marcum LLP.
Cautionary Statements
Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S.
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. These statements are based
on current expectations on the date of this 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.
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: May 27, 2021
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SCIENCE STRATEGIC ACQUISITION CORP. ALPHA
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By:
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/s/ Thomas Dare
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Thomas Dare
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Chief Financial Officer
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