Current Report Filing (8-k)
14 Mai 2021 - 10:03PM
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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): May 14, 2021
REVOLUTION
HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001-40190
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86-1403778
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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20 University Road
Cambridge, Massachusetts
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02138
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(Address of principal executive offices)
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(Zip Code)
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(617)
234-7000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since
last report)
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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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SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant to acquire one share of Class A Common Stock
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REVHU
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The NASDAQ Stock Market LLC
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Class A Common Stock included as part of the SAILSM securities
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REVH
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The NASDAQ Stock Market LLC
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Redeemable Warrants included as part of the SAILSM securities, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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REVHW
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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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange
Commission (the “SEC”) released a public statement (the “Public
Statement”) informing market participants that warrants issued by special purpose acquisition companies (“SPACs”)
may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings.
Revolution Healthcare Acquisition Corp. (the “Company”) has previously classified
its private placement warrants and public warrants (collectively, the “warrants”)
as equity. For a full description of the Company’s warrants, please refer to the Company’s final prospectus filed in connection
with its initial public offering (“IPO”) on March 22, 2020 (“Final
Prospectus”).
Management of the Company and the Audit Committee of the Board of Directors
of the Company determined that the Company’s previous audited balance sheet related to its IPO on March 22, 2021 (the “Affected
Period”) should no longer be relied upon due to changes required for alignment with the SEC’s Public Statement. The
SEC’s Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common
across many entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant
“should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.”
Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final
Prospectus have not changed, the Company concluded the warrants do not meet the conditions to be classified in equity and instead, the
warrants meet the definition of a derivative under ASC 815, under which the Company should record the warrants as liabilities on the Company’s
balance sheet. The Company has discussed this approach with its independent registered public accounting firm, WithumSmith+Brown, PC,
and intends to reflect this reclassification of the warrants for the Affected Period in its forthcoming Quarterly Report on Form 10-Q
for the period ended March 31, 2021 (the “10-Q”). The Company will file
the 10-Q as soon as practicable. The adjustments to the financial statement items for the Affected Period will be set forth through expanded
disclosure in the financial statements included in the 10-Q, including further describing the restatement and its impact on previously
reported amounts.
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: May 14, 2021
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REVOLUTION HEALTHCARE ACQUISITION CORP.
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By:
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/s/ Jay Markowitz, M.D.
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Name:
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Jay Markowitz, M.D.
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Title:
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Chief Executive Officer
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