Amended Quarterly Report (10-q/a)
23 Februar 2022 - 12:06PM
Edgar (US Regulatory)
10-Q/AtrueQ30001865537--12-31ILNASDAQNASDAQNASDAQ 0001865537 2021-04-19 2021-09-30 0001865537 us-gaap:CommonClassAMember 2021-11-15 0001865537 us-gaap:CommonClassBMember 2021-11-15 0001865537 us-gaap:CommonClassAMember 2021-04-19 2021-09-30 0001865537 dtrt:WarrantMemberMember 2021-04-19 2021-09-30 0001865537 dtrt:ClassACommonStockAndWarrantsMemberMember 2021-04-19 2021-09-30 xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2021
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
DTRT Health Acquisition Corp.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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1415 West 22nd Street, Tower Floor |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (312)
316-5473
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which Registered: |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
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The Nasdaq Stock Market LLC |
Class A Common Stock, par value $0.0001 per share |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☒ No ☐
As of November 15, 2021, 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.
This Amendment No. 1 to the Quarterly
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eport on Form 10-Q/A of DTRT Health Acquisition Corp. (the “Company”) amends the Quarterly Report on Form 10-Q as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Original Filing”).
On January 28, 2022, the Company’s management and the Audit Committee concluded that due to a reclassification of the Company’s temporary and permanent equity, the Company’s previously issued audited balance sheet as of September 7, 2021 filed with the Company’s Form 8-K filed on September 14, 2021 should no longer be relied upon. As such, the Company filed an amendment to its Form 8-K filing on
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In light of this finding, it was determined that it is appropriate to amend and restate the Company’s previously issued audited balance sheet as of September 7, 2021 to reclassify all of the Company’s Class A common stock as temporary equity and that the Company’s disclosure controls and procedures were not effective as of September 30, 2021. As such, this amendment is being filed to amend and restate Part 1 Item 4. Controls and Procedures.
This Amendment No. 1 does not include the entire Form 10-Q. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing.
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2021, pursuant to Rule
13a-15(b)
under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex financial instruments was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s audited balance sheet as of September 7, 2021.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021, covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting as the material weakness was not yet identified.
The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A common stock. The Company’s management has expended, and will continue to expend, additional effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
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These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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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 thereunto duly authorized on this
22nd day of February, 2022
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DTRT HEALTH ACQUISITION CORP. |
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By: |
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/s/ Mark Heaney |
Name: |
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Mark Heaney |
Title: |
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Chief Executive Officer (Principal Executive Officer) |
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