Current Report Filing (8-k)
June 04 2021 - 6:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 28, 2021
DIAMONDHEAD HOLDINGS
CORP.
(Exact name of registrant as specified
in its charter)
Delaware
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001-39936
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85-3460766
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation)
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250 Park Ave, 7th Floor
New York, New York
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10177
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (212) 572-6260
N/A
(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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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:
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, $0.0001 par value and one-fourth of one redeemable warrant
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DHHCU
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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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DHHC
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The Nasdaq
Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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DHHCW
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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 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 12, 2021, the Staff of the Securities and Exchange Commission
(the “SEC”) issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued
by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”) informing market participants
that certain warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in
fair value each period reported in earnings. Specifically, the SEC Statement focused on certain settlement terms and provisions in warrant
agreements related to certain tender offers following a business combination. DiamondHead Holdings Corp. (the “Company”) had
previously accounted for its private placement warrants and public warrants (collectively, the “warrants”) as equity.
As a result of the considerable time and dedication of resources required
to evaluate the Company’s accounting practice with respect to the Company’s warrants and the resulting impact on the Company’s
financial statements, the Company was unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2021 (the “Quarterly Report”) by the prescribed due date of May 17, 2021. On May 18, 2021, the Company filed a Form 12b-25
Notification of Late Filing with the SEC in connection with the Quarterly Report.
On May 28, 2021, the Company received a notice (the “Notice”)
from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s failure to timely file its
Quarterly Report, the Company is no longer in compliance with the continued listing requirements set forth in Section 5250(c)(1) of
The Nasdaq Stock Market LLC Rules (the “Nasdaq Listing Rule”). The Nasdaq Listing Rule requires listed companies
to timely file all required periodic financial reports with the SEC. The Notice advises that under the Nasdaq’s rules, the Company
will have six months from the date on which the notice was received to submit a plan of compliance or file its Quarterly Report. The Company
can regain compliance with the Nasdaq listing standards during this six-month period by submitting a plan of compliance that is approved
or when the Company files its Quarterly Report with the SEC. If the Company fails to submit a plan of compliance or file its Quarterly
Report within such six-month period, the Nasdaq may, in its sole discretion, allow the Company’s securities to trade for up to an
additional six months depending on specific circumstances. The Company’s securities will remain listed on the Nasdaq under the symbols
“DHHCU”, “DHHC” and “DHHCW.” The Notice has no immediate effect on the listing or trading of the Company’s
securities, which will continue to trade on the Nasdaq, subject to the Company’s compliance with other applicable continued listing
requirements.
The Company subsequently filed its Quarterly Report with the SEC on
June 3, 2021. As a result of such filing, the Company expects to regain compliance with the Nasdaq Listing Rule.
Item 8.01. Other Events.
On June 3, 2021, the Company issued a press release announcing
its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
exhibits are filed with this Form 8-K:
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: June 3, 2021
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DIAMONDHEAD HOLDINGS CORP.
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By:
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/s/ Keith Feldman
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Name:
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Keith Feldman
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Title:
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Chief Financial Officer
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