SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| , each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
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The Stock Market LLC |
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Item 4.02. Non-Reliance on Previously Issued Financial Statement and Related Audit Report.
In preparation of the unaudited interim financial statements of JAWS Hurricane Acquisition Corporation (the “Company”), for the quarterly period ended September 30, 2021, the Company concluded it should revise its previously filed financial statements to classify all shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), subject to possible redemption in temporary equity and to revise its presentation of earnings per share. In accordance with Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Since the Company’s initial public offering (“IPO”), the Company classified a portion of the shares of Class A common stock 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. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the shares of Class A common stock subject to possible redemption, the Company concluded it should revise its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.
After further consideration of the impact of the errors that led to the revised financial statements, on February 10, 2022, the Company’s management (the “Management”) and the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that the Company’s previously issued (i) audited balance sheet as of June 15, 2021 (the "Post IPO Balance Sheet"), as initially reported in the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2021; and (ii) unaudited interim financial statements for the quarterly period ended June 30, 2021, initially reported in the Company’s Form 10-Q filed with the SEC on August 16, 2021 and previously reported as revised in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 filed with the SEC on November 15, 2021 (the “Original Q3 Form 10-Q”); and (iii) footnote 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Original Q3 Form 10-Q (collectively, the “Affected Periods”), should be restated to report all public shares as temporary equity and to change the presentation of earnings per share and should no longer be relied upon (periods in (ii) and (iii), the “Quarterly Affected Periods”). In addition, the audit report of WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, included in the Current Report on Form 8-K filed with the SEC on June 21, 2021 should no longer be relied upon.
The Company does not expect any of the above changes will have any impact on its cash position and investments held in the trust account established in connection with the IPO. The Company’s Management and the Audit Committee have discussed the matters disclosed in this Form 8-K with Withum.
Management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to our control around the interpretation and accounting for certain complex features of the shares of Class A common stock issued by the Company.
As such, the Company will restate its financial statements for the Affected Periods in future filings.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. 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 Company’s cash position and investments held in its trust account. These statements are based on current expectations on the date of this 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.
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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.
| Date: February 11, 2022 | JAWS HURRICANE ACQUISITION CORPORATION | |
| By: | /s/ Matthew Walters | |
| Name: | Matthew Walters | |
| Title: | Chief Executive Officer | |
[Signature Page to 8-K]
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