UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
In connection with the preparation of the financial statements of Tekkorp Digital Acquisition Corp. (the “Company”) as of September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration the requirement in the Company’s amended and restated memorandum and articles of association that a redemption cannot result in the Company’s net tangible assets being less than $5,000,001. Upon further evaluation, the Company determined that the Class A ordinary shares issued during the initial public offering include certain redemption features not solely within the Company’s control that, under Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity, require such shares to be classified as temporary equity, regardless of the minimum net tangible assets required to complete the Company’s initial business combination.
Therefore, on November 15, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”), the Company’s management and audit committee of the board of directors (the “Audit Committee”) concluded that the Company’s previously issued audited balance sheet dated as of October 26, 2020, which was related to our initial public offering, the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the unaudited interim financial statements included in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Relevant Periods”) should be restated to report all Class A ordinary shares subject to possible redemption as temporary equity. Considering such restatement, such financial statements, as well as the relevant portions of any communication which describes or are based on such financial statements, should no longer be relied upon. The Company is concurrently filing a Form 10-Q for the period ended September 30, 2021 (the "Third Quarter Report"), which also includes the restated financial statements for the Relevant Periods.
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 Third Quarter Report.
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 the Independent Accountants.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including those relating to the filing of the Form 10-Q for the period ended September 30, 2021, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K, as it may be amended, filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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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.
| Tekkorp Digital Acquisition Corp. | ||
| Date: November 15, 2021 | By: | /s/ Eric Matejevich |
| Name: | Eric Matejevich | |
| Title: | Chief Financial Officer | |
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