Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
05 May 2021 - 7:14AM
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
3, 2021
TWC Tech Holdings II Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-39499
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85-2061861
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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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Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (415) 780-9975
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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☒
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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:
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 and one-third of one Redeemable Warrant
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TWCTU
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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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TWCT
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
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TWCTW
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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 þ
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.
On April 12, 2021, the staff of the Securities
and Exchange Commission (the “SEC”) issued a public statement entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”).
In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants
to be classified as liabilities rather than equity on a SPAC’s balance sheet. Since their issuance on December 11, 2020, the outstanding
warrants (“Warrants”) to purchase common stock of TWC Tech Holdings II Corp. (the “Company”) were accounted for
as equity within the Company’s balance sheet.
On May 3, 2021, the audit committee of the board
of directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited financial
statements as of and for the period from July 20, 2020 (inception) through December 31, 2020 (the “Non-Reliance Period”) should
no longer be relied upon due to a misapplication in the guidance around accounting for certain of the Company’s Warrants and that
the Warrants should be presented as liabilities with subsequent fair value remeasurement.
Similarly, press releases, earnings releases and
investor presentations or other communications describing the Company’s consolidated financial statements and other related financial
information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit report of Withum included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed on March 24, 2021 with the SEC should no longer
be relied upon.
Similarly, press releases, earnings releases and
investor presentations or other communications describing the Company’s consolidated financial statements and other related financial
information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit report of WithumSmith+Brown, PC (“Withum”),
the Company’s independent registered public accounting firm, included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020, as filed on March 24, 2021 with the SEC, should no longer be relied upon.
The audit committee has discussed the matters disclosed
in this Current Report on Form 8-K pursuant to this Item 4.02 with Withum. Withum was provided with a copy of the disclosures made herein
and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.
As a result, the Company will restate its historical
financial results for the Non-Reliance Period to reflect the change in accounting treatment (the “Restatement”). The Company
will file an amendment to the Annual Report on Form 10-K for the year ended December 31, 2020 to reflect the Restatement as soon as practicable
after the date hereof.
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 Company’s intent to restate certain historical financial statements and the
timing and impact of the Restatement. 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.
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: May 4, 2021
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TWC Tech Holdings II Corp.
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By:
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/s/ Adam H. Clammer
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Name:
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Adam H. Clammer
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Title:
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Chief Executive Officer
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2
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