Current Report Filing (8-k)
02 July 2021 - 6:06AM
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): July 1, 2021
PROSPECTOR
CAPITAL CORP.
(Exact name of registrant as specified in its charter)
Cayman
Islands
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001-39854
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS.
Employer
Identification No.)
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1250
Prospect Street, Suite 200
La
Jolla, CA 92037
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 449-9643
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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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 Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant
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PRSRU
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The
Nasdaq Stock Market LLC
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Class A
ordinary shares, par value $0.0001 per share
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PRSR
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The
Nasdaq Stock Market LLC
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Redeemable
warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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PRSRW
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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 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 7, 2021, between Prospector Capital Corp. (the
“Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 10,833,333
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 5,666,667 redeemable warrants (together with the Public Warrants, the “Warrants”)
that were issued to the Company’s sponsor in private placements, 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
July 1, 2021, 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, certain items on the Company’s previously issued audited balance sheet dated as
of January 12, 2021 included in the Company’s Current Report on Form 8-K filed January 19, 2021 and the Company’s previously
issued audited financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2020 (the “Annual Report”) should no longer be relied upon and that it is appropriate
to restate the Annual Report.
Going
forward, unless we amend the terms of the Warrant Agreement, we expect to continue to classify the Warrants as liabilities, which would
require us to incur the cost of measuring the fair value of the Warrants, 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 WithumSmith+Brown, PC, 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.
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PROSPECTOR
CAPITAL CORP.
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By:
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/s/
Derek Aberle
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Name:
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Derek
Aberle
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Title:
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Chief
Executive Officer
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Date: July
1, 2021
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2
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