UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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EXPLANATORY NOTE
With this Amendment No. 2, the Company is restating the IPO Closing Date Balance Sheet to reflect the classification of the portion of the Company’s Class A ordinary shares subject to redemption (the “Class A Ordinary Shares”) as temporary equity in accordance with ASC 480-10-S99 because such shares can be redeemed or become redeemable subject to the occurrence of events outside the Company’s sole control. The Company had previously classified the Class A Ordinary Shares as permanent equity. As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2021, the Audit Committee of the Board of Directors of the Company on November 15, 2021 concluded, after discussion with the Company’s management, that the IPO Closing Date Balance Sheet filed as Exhibit 99.1 to Amendment No. 1 should no longer be relied upon due to the aforementioned changes required to reclassify the Class A Ordinary Shares as temporary equity. Members of the Audit Committee of the Board of Directors of the Company discussed with independent accountants and are in agreement with the matters as disclosed in this Amendment No. 2. The correction of the aforementioned error of the accounting for the Class A Ordinary Shares is reflected in Exhibit 99.1 included with this Amendment No. 2.
As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, 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. The Company’s controls over financial reporting did not provide for the proper classification of certain of the Company’s warrants and the Class A Ordinary Shares within the Company’s financial statements. Due to the impact of these two errors in our financial statements, the Company determined that a material weakness exists in its internal control over financial reporting.
Except as described above, this Amendment No. 2 does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment No. 2 does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K, as amended, have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of March 26, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2021
| DISRUPTIVE ACQUISITION CORPORATION I | |
| By: | /s/ Phillip C. Caputo |
| Phillip C. Caputo | |
| Chief Financial Officer | |