Amended Current Report Filing (8-k/a)
02 June 2021 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 2021 (February 18, 2021)
CROWN PROPTECH ACQUISITIONS
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
|
|
333-252307
|
|
N/A
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
667 Madison Avenue
12th Floor
New York, NY
|
|
10065
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (212) 563-6400
|
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 (see General Instruction A.2.
below):
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A ordinary shares, par value $0.0001 per share
|
|
CPTK
|
|
The New York Stock Exchange
|
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
CPTK WS
|
|
The New York Stock Exchange
|
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
|
|
CPTK.U
|
|
The New York Stock Exchange
|
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. ¨
EXPLANATORY NOTE
Crown PropTech Acquisition (the “Company”)
is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate the Company’s audited balance
sheet as of February 11, 2021 that had been filed with the Company’s Current Report on Form 8-K originally filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 18, 2021 (the “Original 8-K”). The audited balance
sheet is being restated to reflect the classification of the Company’s warrants as a liability, in accordance with the SEC’s
April 12, 2021 public statement (the “Statement”) informing market participants that warrants issued by special purpose
acquisition companies (“SPACs”) may need to be classified as liabilities as opposed to equity, and being measured at
fair value, with changes in fair value each period reported in earnings. The Company has previously classified its private placement warrants
and public warrants (collectively, the “warrants”) as equity. On May 24, 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 balance sheet as of February
11, 2021 filed as Exhibit 99.1 to the Original 8-K should no longer be relied upon due to the aforementioned changes required to reclassify
the warrants as liabilities to align with the requirements set forth in the Statement. The Board of Directors of the Company discussed
with independent accountants and are in agreement with the matters as disclosed in this Amendment. The correction of the aforementioned
error of the accounting for the warrants is reflected in Exhibit 99.1 included with this Amendment. The Company does not expect any of
the above changes will have any impact on its cash position and cash held in the trust account. The Company’s controls over financial
reporting did not provide for the proper classification of the warrants within the Company’s financial statements. As such, this
represented a material weakness in the Company’s internal controls.
Except as described above,
this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this
Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein,
except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised
to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K,
other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with
the SEC.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 1, 2021
|
CROWN PROPTECH ACQUISITIONS.
|
|
By:
|
/s/ Richard Chera
|
|
|
Richard Chera
|
|
|
Chief Executive Officer
|
Crown PropTech Acquisiti... (NYSE:CPTK)
Historical Stock Chart
From Sep 2024 to Oct 2024
Crown PropTech Acquisiti... (NYSE:CPTK)
Historical Stock Chart
From Oct 2023 to Oct 2024