United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
Current Report
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Explanatory Note
Model Performance Acquisition Corp. (the “Company”) is filing this Amendment No. 1 to its Current Report on this Form 8-K/A for the initial public offering date of April 12, 2021 (the “First Amendment”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2021 (the “Original Form 8-K”) to amend and restate the Company’s audited balance sheet and accompanying footnotes as of April 12, 2021 on Form 8-K, as further described below.
This amended and restated report on Form 8-K/A is presented as of the filing date of the Original Form 8-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly, this Amendment No. 1 on Form 8-K/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Form 8-K.
The Company is filing this First Amendment on Form 8-K/A to reflect a restatement of the Company’s audited balance sheet as of April 12, 2021, to correct errors in the Company’s classification of a portion of ordinary shares as permanent equity as further described below.
Background of Restatement
In connection with the preparation of the Company’s previously issued financial statement as of April 12, 2021, the Company previously classified a portion of ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there are sufficient ordinary shares that do not redeem at the merger and so it was deemed appropriate to classify the portion of its ordinary shares required to keep its shareholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.”
Upon review of its financial statement as of April 12, 2021, the Company reevaluated the classification of the ordinary shares. In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), subtopic 10, section S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside of permanent equity. Upon re-evaluation ASC 480, management determined the ordinary shares issued during the initial public offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified as temporary equity in its entirety.
This First Amendment on Form 8-K/A sets forth the Original Form 8-K in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 8-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 8-K, and such forward-looking statements should be read in their historical context.
The following items have been amended as a result of the restatement:
Exhibit No. 99.1, “Audited Balance Sheet as of April 12, 2021.”
In accordance with applicable SEC rules, this First Amendment on Form 8-K/A includes an updated signature page and certifications of our Chief Financial Officer as required by Rule 12b-15.
Refer to Note 2, Restatement of Previously Issued Financial Statement of this Form 8-K/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s balance sheet as of April 12, 2021.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Amended and Restated Balance Sheet dated April 12, 2021 | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
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: February 10, 2022 | ||
| MODEL PERFORMANCE ACQUISITION CORP. | ||
| By: | /s/ Serena Shie | |
| Name: | Serena Shie | |
| Title: | Chief Financial Officer | |