Current Report Filing (8-k)
18 November 2021 - 9:21AM
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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
November 11, 2021
Date of Report (Date of earliest event reported)
Global Consumer Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-40468
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86-1229973
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1926 Rand Ridge Court
Marietta GA
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30062
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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: (404) 939-9419
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
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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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Common Stock
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GACQ
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The Nasdaq Stock Market LLC
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Warrants
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GACQW
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The Nasdaq Stock Market LLC
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Units
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GACQU
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 Related Audit Report or Completed Interim Report.
In
connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should
restate its previously reported financial statements. The Company previously determined its shares of common stock subject to possible
redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration its charter’s
requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements
for the period ended September 30, 2021, the Company reevaluated the classification of its common stock and determined that the shares
of common stock 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 shares of common stock subject to possible redemption, resulting
in the shares of common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management
has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial
carrying value of the shares of common stock subject to possible redemption with the offset recorded to additional paid-in capital (to
the extent available), retained earnings (accumulated deficit) and shares of common stock. Therefore,
the June 30, 2021 quarterly financial statements included in the Company's Form 10-Qs, as filed with the SEC on August 23, 2021, and the
Company's balance sheet included on the Company’s Form 8-K, as filed with the SEC on June 28, 2021, are impacted and cannot be relied
upon.
In connection with the change
in presentation for the shares of common stock subject to redemption, the Company also restated its earnings per share calculation to
allocate net income (loss) proportionally evenly to shares of common stock subject to redemption and those that are not subject to redemption.
This presentation contemplates a Business Combination as the most likely outcome. There has been no change in the Company’s total
assets, liabilities or operating results.
Based
upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
not effective as of September 30, 2021, due to the previous material weakness in our internal control over financial reporting described
in Item 4 and due to the restatement of our June 30, 2021 financial statements and the Company's balance sheet included on the Company’s
Form 8-K, as filed with the SEC on June 22, 2021 (the “restatements”) regarding the classification of redeemable shares of
common stock, as described below, which combined, constitutes a
material weakness in our internal control over financial reporting. In light of this material weakness, we performed additional analysis
as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted
accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present
fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Regarding
the restatements to the June 30, 2021 quarterly financial statements included in the Company's Form 10-Qs, as filed with the SEC on August
23, 2021, as well as the Company's balance sheet included on the Company’s Form 8-K, as filed with the SEC on June 22 2021, certain
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. The Company had previously classified a portion of the shares of common stock in permanent equity. The Company
restated its financial statements to classify all shares of common stock issued
to the public shareholders as temporary equity and any related impact, as the threshold in its charter would not change the nature of
the underlying shares of common stock as redeemable and thus would be required to be disclosed outside of permanent equity.
It is noted that the non-cash
adjustments to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets.
In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial
statements were prepared in accordance with U.S. generally accepted accounting principles.
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 Marcum
Bernstein & Pinchuk LLP the Company’s independent registered public accounting firm.
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: November 17, 2021
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Global Consumer Acquisition Corp.
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By:
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/s/ Rohan Ajila
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Name:
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Rohan Ajila
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Title:
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Chief Financial Officer
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