FALSE000188031900018803192023-02-282023-02-280001880319us-gaap:CommonStockMember2023-02-282023-02-280001880319us-gaap:WarrantMember2023-02-282023-02-28
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): February 28,
2023
PERIMETER SOLUTIONS, SA
(Exact name of registrant as specified in its charter)
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Grand Duchy of Luxembourg |
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001-41027 |
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98-1632942 |
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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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12E rue Guillaume Kroll, L-1882 Luxembourg
Grand Duchy of Luxembourg
352 2668 62-1
(Address of principal executive offices, including zip
code)
(314) 396-7343
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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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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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:
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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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Ordinary Shares, nominal value $1.00 per share |
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PRM |
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New York Stock Exchange |
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Warrants for Ordinary Shares |
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PRMFF |
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OTC Markets Group Inc. |
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.
(a)
On February 22, 2023, the audit committee of the Board of Directors
(the “Audit Committee”) of Perimeter Solutions, SA (the “Company”),
in consultation with the Company’s management and BDO USA LLP, the
Company’s independent registered public accounting firm, determined
that the Company’s previously issued unaudited condensed
consolidated financial statements for the periods ended June 30,
2022 and September 30, 2022 should no longer be relied upon due to
an error related to the accounting treatment of the Company’s
non-cash share-based compensation awards and an error related to
non-cash amortization of the step-up in basis of inventory. These
errors resulted in an overstatement of the Company’s non-cash
share-based compensation expense and non-cash amortization of
step-up in basis of inventory for the three and six months ended
June 30, 2022 and for the three and nine months ended September 30,
2022 (collectively, the ”Non-Reliance Periods”).
The Company will restate its unaudited condensed consolidated
financial statements for the Non-Reliance Periods in its Form 10-K
for the year ended December 31, 2022 (the “2022 Form 10-K”) to
reflect the corrected non-cash share-based compensation expense and
non-cash amortization of step-up in basis of inventory for the
Non-Reliance Periods. Investors and others should rely on the
financial information and other disclosures regarding the restated
condensed consolidated financial statements for the Non-Reliance
Periods, to be disclosed in the Company’s 2022 Form 10-K and in the
Company’s future filings with the U.S. Securities and Exchange
Commission.
The foregoing errors also had an immaterial effect on the Company’s
unaudited condensed consolidated financial statements for the
period ended March 31, 2022 and the error related to non-cash
amortization of step-up in basis of inventory had an immaterial
effect on the consolidated financial statements as of December 31,
2021 and for the period from November 9, 2021 through December 31,
2021 (collectively, the “Revision Periods”). While the Audit
Committee and management concluded that the accounting errors
described above had an immaterial impact on the Revision Periods,
those financial statements will be revised in the 2022 Form 10-K.
The Company is expected to file the 2022 Form 10-K on or before
March 1, 2023.
The foregoing errors had no effect on the Company’s revenue, cash,
financial covenants or Adjusted EBITDA for the Non-Reliance
Periods. Similarly, the errors did not have an impact on the
Company’s operations or business fundamentals.
The Company’s management has concluded that as a result of the
restatement noted above that a material weakness exists in the
Company’s internal controls over financial reporting. As a result,
the Company’s disclosure controls and procedures were not effective
as of December 31, 2022. The Company expects to report a material
weakness in its internal control over financial reporting, as well
as its related remediation efforts undertaken to address such
material weakness, in its 2022 Form 10-K.
Note Regarding Forward Looking Statements
This current report on Form 8-K contains forward-looking statements
that reflect our current views about future events. We use the
words “anticipate,” “assume,” “believe,” “estimate,” “expect,”
“will,” “intend,” “may,” “plan,” “project,” “should,” “could,”
“seek,” “designed,” “potential,” “forecast,” “target,” “objective,”
“goal” or the negatives of such terms or other similar expressions.
These statements relate to future events or our future financial
performance and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.
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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Perimeter Solutions, SA |
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Date: February 28, 2023 |
By: |
/s/ Edward Goldberg |
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Edward Goldberg |
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Chief Executive Officer |
Perimeter Solutions (NYSE:PRM)
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