Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2021

ACCELERATE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware		001-40232		86-1209097
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

51 John F. Kennedy Parkway

Short Hills, New Jersey

07078

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 314-3060

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 to 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, $0.0001 par value, and one-third of one redeemable warrant	AAQC.U	New York Stock Exchange
Class A common stock included as part of the units	AAQC	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AAQC WS	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 December 1, 2021, the Audit Committee of the Board of Directors (the “Audit Committee”) of Accelerate Acquisition Corp. (the “Company”) concluded, in consultation with the Company’s management, that the Company’s audited balance sheet as of March 22, 2021 included in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021 and the Company’s quarterly unaudited financial statements and related footnotes as of and for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, should no longer be relied upon. In addition, the audit report of Withum included in the audited balance sheet as of March 22, 2021 included in the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2021 should no longer be relied upon.

The Company concluded it should restate its financial statements to classify all shares of Class A common stock issued in connection with its initial public offering in temporary equity. ASC 480, paragraph 10-S99 provides that redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. The Company previously determined the shares of Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares of common stock classified as temporary equity as part of net tangible assets. Effective with the financial statements for the quarter ended September 30, 2021, the Company restated this interpretation to include temporary equity in net tangible assets. Accordingly, the Company will present all shares of redeemable Class A common stock as temporary equity.

The Company plans to reflect the restatement of its temporary and permanent equity (and other related changes) as of and for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC. The Company does not expect any of these changes will have any impact on its cash position or cash held in its trust account.

The Company’s management has concluded that in light of the classification error 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 is described in more detail in the amendment to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s 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.