UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 24, 2021 (May 24, 2021)

Capstar Special Purpose Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

405 West 14^th Street, Austin, TX 78701

(Address of Principal Executive Offices) (Zip Code)

(512) 340-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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:

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.  ¨

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 “Staff Statement”). In the Staff 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 July 7, 2020, the outstanding warrants (“Warrants”) to purchase common stock of Capstar Special Purpose Acquisition Corp. (the “Company”) were accounted for as equity within the Company’s balance sheet.

The Company’s audit committee (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, and as discussed with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, determined that the Company’s audited financial statements as of and for the period from February 14, 2020 (inception) through December 31, 2020 (the “Non-Reliance Period”), as reported in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021, should no longer be relied upon due to the misclassification of the Company’s outstanding Warrants as components of equity instead of as liabilities. Similarly, the audit report of Marcum dated March 30, 2021 and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and any communications describing relevant portions of the Company’s financial statements for the Non-Reliance Period, should no longer be relied upon.

As a result, the Company will restate its historical financial results for the Non-Reliance Period to reflect the classification of the Warrants as liabilities (the “Restatement”). The Company has worked diligently with an independent valuation expert to finalize the valuation of the Warrants and with Marcum to 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. The Company also intends to reflect the reclassification of the Warrants as liabilities in its forthcoming Quarterly Report on Form 10-Q for the period ended March 31, 2021, which the Company will file as soon as practicable after the date hereof.

Going forward, unless the Company amends the terms of its warrant agreement, the Company expects to continue to classify the Warrants as a liability, which would require the Company to incur the cost of measuring the fair value of the Warrant liabilities, and which may have an adverse effect on the Company’s results of operations. 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.

The Audit Committee and management of the Company have discussed the matters disclosed pursuant to this Item 4.02 with Marcum.

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.