Current Report Filing (8-k)
22 November 2021 - 10:02PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 19, 2021
DIAMONDHEAD HOLDINGS
CORP.
(Exact name of registrant as specified
in its charter)
Delaware
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001-39936
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85-3460766
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation)
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250 Park Ave, 7th Floor
New York, New York
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10177
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (212) 572-6260
N/A
(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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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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¨
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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 Act:
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, $0.0001 par value and one-fourth of one redeemable warrant
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DHHCU
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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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DHHC
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The Nasdaq
Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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DHHCW
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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 x
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 a Related Audit Report or Completed Interim Review.
The management of DiamondHead Holdings Corp. (the “Company”) has re-evaluated the Company's application of ASC 480-10-S99
to its accounting classification of its Class A common stock subject to possible redemption (the “Public Shares”), issued
as part of the units sold in the Company's initial public offering (the “IPO”) on January 28, 2021. Pursuant to such re-evaluation,
the Company's management has determined that all Public Shares subject to redemption include certain provisions that require classification
of the Public Shares as temporary equity. The Company had previously classified a portion of its Class A common stock in permanent equity.
On November 19, 2021, the Company’s management and the audit
committee of the Company’s board of directors (the “Audit Committee”), after consultation with its advisors, concluded
that the Company’s previously issued (i) balance sheet as of the closing of the IPO on January 28, 2021, included in the Company’s
Current Report on Form 8-K filed with the SEC on February 3, 2021, (ii) 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 U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2021 and (iii) 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 16, 2021 (collectively, the “Affected Periods”), should be restated and should no longer be relied
upon. As such, the Company has 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 today, November 19, 2021 (the “Q3 Form 10-Q”).
The Company’s management has concluded that in light of the classification
error described above, 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’s remediation plan with respect to such material weakness is
described in more detail in the Q3 Form 10-Q.
The Company’s management and the Audit Committee have discussed
with its independent registered public accounting firm the matters disclosed in this Current Report on Form 8-K pursuant to this Item
4.02.
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 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 and any proposed remediation measures with respect to identified material weaknesses.
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.
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.
Dated: November 19, 2021
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DIAMONDHEAD HOLDINGS CORP.
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By:
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/s/ Keith Feldman
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Name:
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Keith Feldman
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Title:
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Chief Financial Officer
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