Current Report Filing (8-k)
November 22 2021 - 6:04AM
Edgar (US Regulatory)
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2021-11-18
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2021-11-18
2021-11-18
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2021-11-18
2021-11-18
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NRAC:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member
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2021-11-18
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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): November 18, 2021
NOBLE
ROCK ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
Cayman
Islands
|
|
001-39970
|
|
98-1566600
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
4001
Kennett Pike, Suite 302
Wilmington,
DE
|
|
19807
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(302)
338-9130
(Registrant’s
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
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 Securities Exchange Act of 1934:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Units,
each consisting of one Class A ordinary share and one-third of one redeemable warrant
|
|
NRACU
|
|
Nasdaq
Capital Market
|
Class
A ordinary shares, par value $0.0001 per share
|
|
NRAC
|
|
Nasdaq
Capital Market
|
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
|
NRACW
|
|
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 Related Audit Report or Completed Interim Report.
On
November 18, 2021, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit
Committee”) concluded that its previously issued financial statements as of February 4, 2021, March 31, 2021 and June 30, 2021
and for the quarterly periods ended March 31, 2021 and June 30, 2021 (the “Relevant Periods”), should no longer be relied
upon because of certain errors relating to the classification between temporary equity and permanent equity of the Company’s Class
A ordinary shares subject to possible redemption.
In
accordance with guidance on redeemable equity instruments, ASC 480-10-S99, redemption provisions not solely within the control of the
Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified
a portion of its Class A ordinary shares in permanent equity. The Company has determined that it is appropriate to restate its previously
issued financial statements for the Relevant Periods to present all redeemable Class A ordinary shares as temporary equity and to recognize
accretion from the initial book value to redemption value at the time of its initial public offering (including exercise of the over-allotment
option). Considering such restatement, the previously issued financial statements for the Relevant Periods should no longer be relied
upon. The Company will file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, which will include the
restated financial statements for the Relevant Periods. The Company’s management has concluded that in light of the classification error described above, a material weakness exists in
the Company’s internal control over financial reporting for all periods affected and that the Company’s disclosure controls
and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail
in the upcoming Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.
The
Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Marcum LLP, the independent registered public accounting firm.
Cautionary
Statement Forward-Looking Statements
This
report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, including relating to the filing of the 10-Q, other
than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to
the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could
differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its
behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s prospectus relating
to the IPO filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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.
|
Noble Rock Acquisition
Corporation
|
|
|
|
Date: November 22, 2021
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By:
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/s/
Whitney A. Bower
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Name:
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Whitney A. Bower
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Title:
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Chief Executive Officer and
Chairman
|
3
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