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 11, 2021
Decarbonization Plus Acquisition Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-39632 | 82-2726724 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
2744 Sand Hill Road, Suite 100 | ||||
Menlo Park, CA | 94025 | |||
(Address of principal executive offices) | (Zip Code) |
(212) 993-0076
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communication 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 | ||
Units, each consisting of one share of Class A common stock and one-half of one warrant | DCRBU | Nasdaq Capital Market | ||
Class A common stock, par value $0.0001 per share | DCRB | Nasdaq Capital Market | ||
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | DCRBW | Nasdaq Capital Market |
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 a Related Audit Report or Completed Interim Review. |
(a) On May 11, 2021, the Board of Directors (the Board) of Decarbonization Plus Acquisition Corporation (the Company), in consultation with management of the Company and upon the recommendation of the Audit Committee of the Board, concluded that it is appropriate to restate (i) the Companys previously issued audited financial statements as of December 31, 2020 and for the year ended December 31, 2020, which were included in the Companys Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 1, 2021 and (ii) certain items on the previously issued balance sheet dated as of October 22, 2020, the date the Companys initial public offering (the Public Offering) closed, that were previously reported on a Current Report on Form 8-K, filed with the SEC on October 28, 2020 (the Relevant Periods).
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the 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 governing the Companys warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 11,286,251 redeemable warrants (the Public Warrants) that were included in the units issued by the Company in its Public Offering and (ii) the 6,514,500 redeemable warrants that were issued to the Companys sponsor, independent directors and WRG DCRB Investors, LLC, an affiliate of the Companys chief executive officer in private placements that closed concurrently with the closing of the Public Offering and the sale of over-allotment units to the Public Offering underwriters (the Private Placement Warrants, and together with the Public Warrants, the Warrants). The Company previously accounted for the Warrants as components of equity. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrant.
In further consideration of the guidance in Accounting Standards Codification (ASC) 815-40, Derivatives and Hedging Contracts in Entitys Own Equity (ASC 815), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.
As a result, the Company today is announcing that it will restate its historical financial results for the Relevant Periods, in each case to reflect the change in accounting treatment (the Restatement). The Company is filing its Form 10-K/A for the year ended December 31, 2020 to reflect the Restatement contemporaneously with the filing of this Form 8-K.
The Companys prior accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Companys previously reported operating expenses, cash flows or cash.
The Audit Committee and the Companys management have discussed the matters disclosed pursuant to this Item 4.02(a) with WithumSmith+Brown, PC, the Companys independent registered public accounting firm.
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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: May 12, 2021
DECARBONIZATION PLUS ACQUISITION CORPORATION | ||
By: | /s/ Peter Haskopoulos | |
Name: Peter Haskopoulos | ||
Title: Chief Financial Officer, Chief Accounting Officer and Secretary |
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