Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
28 May 2021 - 8:06PM
Edgar (US Regulatory)
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):
May 27, 2021
Bright Lights Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-39846
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85-3038614
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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12100 Wilshire Blvd
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Suite 1150
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90025
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(Address of principal executive offices)
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(Zip Code)
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(310) 421-1472
(Registrant’s telephone number, including
area code)
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:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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BLTSU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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BLTS
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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BLTSW
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The Nasdaq Stock Market LLC
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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 or Related Audit Report or Completed Interim Report.
On April 12, 2021, the Acting Director of the
Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (“SEC”)
together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies
entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies
(‘SPACs’)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms
and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant
agreement, dated as of January 6, 2021, between Bright Lights Acquisition Corp.., a Delaware corporation (“Bright Lights”
or the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As
a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,500,000 redeemable warrants (the “Public
Warrants") that were included in the units issued by the Company in its initial public offering (the “IPO”)
and (ii) the 6,600,000 redeemable warrants (together with the Public Warrants, the “Warrants”) that were issued
to the Company’s sponsor in a private placement that closed concurrently with the closing of the IPO, and determined to classify
the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. While the
Company has not generated any operating revenues to date and will not generate any operating revenues until after completion of its initial
business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the Company’s
statement of operations.
On May 27, 2021, after consultation with Marcum
LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”), the Company’s
management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that,
in light of the SEC Statement, the audit report of the Independent Accountants included in the Company's Form 8-K filed with the SEC
on January 15, 2021 should no longer be relied upon.
Going forward, unless we amend the terms of
our warrant agreement, we expect to continue to classify our warrants as liabilities, which would require us to incur the cost of measuring
the fair value of the warrant liabilities, and which may have an adverse effect on our results of operations.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants.
Forward-Looking Statements Legend
This Current Report on Form 8-K may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in
this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”
and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting
on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of
which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report
on Form 10-K, as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov or may be obtained
free of charge at Bright Light’s website at http:// brightlightsacquisition.com The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law.
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.
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Bright Lights Acquisition Corp.
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Date: May 27, 2021
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By:
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/s/ Michael Mahan
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Name:
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Michael Mahan
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Title:
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Chief Executive Officer
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