false06902000181951000018195102021-12-232021-12-230001819510asaq:ClassACommonStockParValue00001PerShareMember2021-12-232021-12-230001819510asaq:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShareMember2021-12-232021-12-230001819510us-gaap:CommonClassAMember2021-12-232021-12-23
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: December 23, 2021
(Date of earliest event reported)
ATLANTIC AVENUE ACQUISITION CORP
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-39582
|
85-2200249
|
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
2200 Atlantic Street
Stamford, Connecticut
(Address of principal executive offices, including zip code)
(203) 989-9709
(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 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))
|
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 share of Class A Common Stock and
one-half of one Warrant
|
ASAQ.U
|
The New York
Stock Exchange
|
Class A Common
Stock, par value $0.0001 per share
|
|
The New York
Stock Exchange
|
|
Warrants, each
whole Warrant exercisable for one share of Class A Common Stock at
an exercise price of $11.50 per share
|
ASAQ
WS
|
The New York
Stock Exchange
|
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 Statement or Related
Audit Report or Completed Interim Review.
|
(a) On
December 23, 2021, the management of Atlantic Avenue Acquisition
Corp (the “Company”), and the audit committee of the Company’s
board of directors (the “Audit Committee”), after discussions with
WithumSmith+Brown, PC (“Withum”), the Company’s independent
registered public accounting firm, concluded that the Company’s
previously issued (i) audited balance sheet as of October 6, 2020
included in the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission (“SEC”) on October 13, 2020 (the
“Post IPO Balance Sheet”), (ii) audited financial statements as of
and for the period from July 27, 2020 (inception) through December
31, 2020 included in Amendment No. 1 to the Company’s Annual Report
on Form 10-K filed with the SEC June 15, 2021 (“Amendment No. 1 to
Form 10-K”), (iii) unaudited interim financial statements as
of and for the three months ended March 31, 2021 included in the
Company’s Quarterly Report on Form 10-Q filed with the SEC on June
28, 2021, (iv) unaudited interim financial statements as of and for
the three and six months ended June 30, 2021 included in the
Company’s Quarterly Report on Form 10-Q filed with the SEC on
August 11, 2021 and (v) unaudited interim financial statements as
of and for the three and nine months ended September 30, 2021
included in the Company’s Quarterly Report on Form 10-Q filed with
the SEC on November 12, 2021 (collectively, the “Affected
Periods”), in each case, should no longer be relied upon due to a
reclassification of the Company’s temporary and permanent equity
and resulting restatement of the initial carrying value of the
Company’s Class A common stock subject to possible redemption (and
related changes). The reclassification has resulted from a
determination by the Company’s management that the Class A common
stock issued in connection with its initial public offering
(“Initial Public Offering”) can be redeemed or become redeemable
subject to the occurrence of future events considered to be outside
of the Company’s control. Therefore, the Class A common stock
subject to possible redemption should be valued at $10.00 per share
and should not take into account the fact that a redemption of
Class A ordinary shares cannot result in net tangible assets being
less than $5,000,001.
As such, the Company will restate its financial statements for the
Affected Periods (i) for the Post IPO Balance Sheet and the audited
financial statements included in Amendment No. 1 to Form 10-K in an
amendment No. 2 to Form 10-K/A (“Amendment No. 2 to Form 10-K/A”)
and (ii) for the unaudited interim financial statements for the
periods ended March 31, 2021, June 30, 2021 and September 30, 2021
in an Amendment No. 1 to the Company’s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2021 to be filed
with the Securities and Exchange Commission (“Amendment No. 1 to Q3
Form 10-Q”). The Company does not expect any of the above changes
will have any impact on its cash position and cash held in the
trust account established in connection with the Initial Public
Offering.
The Company’s management has concluded that in light of the
misclassification described above a material weakness exists in the
Company’s internal control over financial reporting and that the
Company’s disclosure controls and procedures were not effective.
The Company’s remediation plan with respect to such material
weakness will be described in more detail in Amendment No. 2 to
Form 10-K/A and Amendment No. 1 to Q3 Form 10-Q to be filed with
the SEC.
The Audit Committee and management have discussed the matters
disclosed pursuant to this Item 4.02(a) with Withum, the Company’s
independent accountant.
Cautionary Statements
Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by
the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. Such statements may include, but are not
limited to, statements regarding the Company’s intent to restate
certain historical financial statements and the timing and impact
of the restatement and the filing of Amendment No. 2 to Form 10-K/A
and Amendment No. 1 to Q3 Form 10-Q. These statements are
based on current expectations on the date of this Form 8-K and
involve a number of risks and uncertainties that may cause actual
results to differ significantly. The Company does not assume any
obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. Readers are
cautioned not to put undue reliance on forward-looking
statements.
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.
|
|
Atlantic Avenue
Acquisition Corp
|
|
|
|
|
|
December 23, 2021
|
By:
|
/s/ Barry Best
|
|
|
Name:
|
Barry Best
|
|
|
Title:
|
Chief Financial Officer
|
