Amended Current Report Filing (8-k/a)
18 January 2022 - 10:43PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 14, 2022
VISTAS
MEDIA ACQUISITION COMPANY INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-39433
|
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85-0588009
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
30
Wall Street, 8th Floor
New
York, NY 10005
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code (212) 859-3525
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Trading
Symbol(s)
|
|
Units,
each consisting of one share of Class A Common Stock and one redeemable warrant
|
|
VMACU
|
|
|
|
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Class
A common stock, par value $0.0001 per share
|
|
VMAC
|
|
|
|
|
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Warrants,
each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
|
|
VMACW
|
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:
|
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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.
Explanatory
Note
Vistas Media Acquisition
Company Inc. (“Company” or “VMAC”) hereby amends its Current Report on Form 8-K, filed on August 17, 2020,
as set forth in this Amendment No. 1 on Current Report on Form 8-K/A, to amend and restate its audited balance sheet as of August
11, 2020.
We are filing this Amendment to address matters discussed in the SEC staff’s recent communications with certain
independent registered public accounting firms regarding the classification of the stockholders’ equity of a Special Purpose
Acquisition Company (“SPAC”) as permanent equity, which the Company has determined should be reclassified as temporary
equity. In the SEC’s informal guidance, the SEC staff noted to certain independent registered public accounting firms that
stockholders’ equity of a SPAC should be classified as temporary equity, as compared to the historical classification of SPAC
stockholders’ equity as permanent equity, which has been the practice of most SPACs, including us. We had previously
classified stockholders’ equity as permanent equity.
After considering the SEC staff’s recent communications with
certain independent registered public accounting firms, we have concluded that there are misstatements in our previously filed
financial statements. As such, our management determined that our disclosure controls and procedures as of August 11, 2020 were not
effective solely as a result of its classification of stockholders’ equity as permanent equity.
The change in accounting for
stockholders’ equity did not have any impact on our liquidity, cash flows, revenues or costs of operating our business and the
other non-cash adjustments to the financial statements. The change in accounting for stockholders’ equity does not impact the
amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses
or total cash flows from operations for any of the reported periods.
Item
9.01 Financial Statements and Exhibits
EXHIBIT
INDEX
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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VISTAS MEDIA ACQUISITION COMPANY INC.
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By:
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/s/
F. Jacob Cherian
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Name:
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F. Jacob Cherian
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Title:
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Chief Executive Officer and Secretary
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Dated: January 14, 2022
3
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