Current Report Filing (8-k)
May 21 2021 - 4:31PM
Edgar (US Regulatory)
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 21, 2021
ROCKET INTERNET GROWTH OPPORTUNITIES CORP.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Cayman Islands
|
|
001-40268
|
|
N/A
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
Boundary Hall
Cricket Square
Grand
Cayman, KY1-1102
Cayman Islands
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (345) 815-5716
Not Applicable
(Former
name or former address, if changed since last report)
Securities registered pursuant
to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant
|
|
RKTAU
|
|
The New York Stock Exchange
|
Class A ordinary shares, par value $0.0001 par value
|
|
RKTA
|
|
The New York Stock Exchange
|
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
|
|
RKTAW
|
|
The New York Stock Exchange
|
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:
|
|
|
☐
|
|
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))
|
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.
|
On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission 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. The terms described in the SEC Statement are common in SPACs and are similar to those contained in the warrant agreement, dated as of March 22, 2021,
between Rocket Internet Growth Opportunities Corp. (the Company) and Continental Stock Transfer & Trust Company, as warrant agent. The Company had previously accounted for its private placement warrants and public warrants
(collectively, the Warrants) as equity. After considering the SEC Statement, the Company determined that the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at issuance (on the date
of the consummation of the Companys initial public offering) and at each reporting date, with changes in fair value recognized in the statement of operations in the period of the change.
Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not
include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in
Entitys Own Equity (ASC 815-40). The views expressed in the SEC Statement were not consistent with the Companys historical interpretation of the specific provisions within its warrant
agreement and the Companys application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for the Warrants and determined that the Warrants should be classified as liabilities
measured at fair value upon issuance, with subsequent changes in fair value reported in the statement of operations each reporting period.
On May 21,
2021, the audit committee of the Companys board of directors (the Audit Committee), based on the recommendation of and after consultation with management, concluded that certain items on the Companys previously issued audited
balance sheet as of March 25, 2021, included in the Companys Current Report on Form 8-K filed on March 31, 2021, should no longer be relied upon due to the
reclassification of the Warrants described above. The previously issued audited balance sheet will be corrected in the Companys Form 10-Q for the quarterly period ended March 31, 2021.
The Audit Committee and management have discussed the matters disclosed in this Item 4.02(a) with Marcum LLP, the Companys independent registered public
accounting firm.
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.
|
|
|
|
|
|
|
|
|
|
|
ROCKET INTERNET GROWTH OPPORTUNITIES CORP.
|
|
|
|
|
Date: May 21, 2021
|
|
|
|
By:
|
|
/s/ Soheil Mirpour
|
|
|
|
|
|
|
Name: Soheil Mirpour
|
|
|
|
|
|
|
Title: Chief Executive Officer and Director
|
Rocket Internet Growth O... (NYSE:RKTA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Rocket Internet Growth O... (NYSE:RKTA)
Historical Stock Chart
From Jul 2023 to Jul 2024