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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 24, 2021

 

Aequi Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39715   85-2850133
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

 

500 West Putnam Avenue, Suite 400

Greenwich, CT 06830

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (917) 297-4075

 

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:

 

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 pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
         
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant   ARBGU   The Nasdaq Stock Market LLC
         
Class A Common Stock, par value $0.0001 per share   ARBG   The Nasdaq Stock Market LLC
         
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   ARBGW   The Nasdaq Stock Market LLC

 

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.

The management of Aequi 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 “IPO”), the Company valued 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. Management has now determined, after consultation with its advisors, that the Class A common stock underlying the units issued in the IPO 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 24, 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 November 24, 2020, the Company’s audited financial statements for the year ended December 31, 2020 included in the Company’s Form 10-K and the Company’s unaudited condensed financial statements included in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 should no longer be relied upon due to the reclassification described above and should be restated to report all public shares as temporary equity.

 

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 periodic filing with the Securities and Exchange Commission. 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.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective November 24, 2021, Joy Seppala resigned as the Chief Financial Officer, Secretary and a Director of the Company. Ms. Seppala’s resignation was not the result of any disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices. Hope Taitz, the Company’s Chief Executive Officer, will now also serve as the Company’s interim Chief Financial Officer.

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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.

 

Dated: November 26, 2021 

  AEQUI ACQUISITION CORP.
     
  By: /s/ Hope S. Taitz
    Name:  Hope S. Taitz
    Title: Chief Executive Officer
     
     

 

 

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