Current Report Filing (8-k)
December 14 2021 - 4:02PM
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2021-12-13
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2021-12-13
2021-12-13
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2021-12-13
2021-12-13
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PRSR:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareEachAtExercisePriceOf11.50PerShareMember
2021-12-13
2021-12-13
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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):
December 14, 2021 (December 13, 2021)
PROSPECTOR CAPITAL CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands
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001-39854
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS. Employer
Identification No.)
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1250 Prospect Street, Suite 200
La Jolla, CA 92037
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (858) 449-9643
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:
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☐
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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 Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant
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PRSRU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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PRSR
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
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PRSRW
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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 ☒
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.
The management of Prospector Capital Corp. (the
“Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable
Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s
initial public offering (the “IPO”) on January 12, 2021. Historically, a portion of the Public Shares was classified as permanent
equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares
in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated
certificate of incorporation (the “Charter”). Previously, the Company did not consider redeemable shares classified as temporary
equity as part of net tangible assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares
include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with
the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate
income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a business combination as
the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income and losses of the Company.
Therefore, on December 13, 2021, the Company’s management, together with the audit committee of the Company’s board of directors (the
“Audit Committee”), concluded that the Company’s previously issued financial statements and other financial data
as of January 12, 2021, filed with the SEC on January 19, 2021, (i) unaudited interim financial statements included in the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 27, 2021;
and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2021, filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), should be
restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its
financial statements for the Affected Periods in a Quarterly Report on Form 10-Q/A for the quarterly period ended September 30,
2021, to be filed with the SEC.
The restatement does not have
an impact on the Company’s cash position and cash held in the trust account established in connection with the Initial Public Offering
(the “Trust Account”).
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 WithumSmith+Brown,
PC, the Company’s independent registered public accounting firm.
Item 9.01 Exhibit Index.
Exhibit
No.
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Description
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104.1
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Cover Page Interactive Data
File (embedded within the Inline XBRL document).
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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.
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PROSPECTOR CAPITAL CORP.
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By:
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/s/ Derek Aberle
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Name:
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Derek Aberle
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Title:
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Chief Executive Officer
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Date: December 14, 2021
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