UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
Disruptive Acquisition Corporation I (the “Company”) previously presented a portion of its Class A ordinary shares subject to redemption (the “Class A Ordinary Shares”) as permanent equity to ensure that the Company’s net tangible assets calculation remained greater than $5,000,001 to comply with its Amended and Restated Memorandum and Articles of Association. After discussion and evaluation, including with the Company’s outside accounting consultants, the Audit Committee of the Board of Directors of the Company and our independent registered public accounting firm, Marcum LLP (“Marcum”), the Company has concluded that the Class A Ordinary Shares should be classified as temporary equity because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control.
On November 15, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that (i) the Company’s audited balance sheet as of March 26, 2021 filed as Exhibit 99.1 to the Company’s Amendment No. 1 to the Current Report on Form 8-K filed with the SEC on May 27, 2021, (ii) the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021 (the “Q1 Quarterly Report”) and (iii) the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 17, 2021 (collectively, the “Affected Periods”) should no longer be relied upon due to changes required to reclassify the Class A Ordinary Shares as temporary equity. As such, the Company restated its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021, as described therein. The Company also plans to amend Amendment No. 1 to the Current Report on Form 8-K filed on May 27, 2021 to file the revised audited balance sheet as of March 26, 2021.
The Company’s management has concluded that in light of the restatement caused by the classification error described above as well as the prior restatement of the Company’s financial statements made to reclassify the warrants as liabilities, as previously reported in the Q1 Quarterly Report, 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 does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.
In addition, the audit report of Marcum included in Exhibit 99.1 to Amendment No. 1 to the Company’s Form 8-K filed on May 27, 2021 should no longer be relied upon.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States 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. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the trust account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on 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.
SIGNATURES
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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DISRUPTIVE ACQUISITION CORPORATION I
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| By: | /s/ Phillip C. Caputo | |
| Name: | Phillip C. Caputo | |
| Title: | Chief Financial Officer | |
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