Current Report Filing (8-k)
April 15 2021 - 3:51PM
Edgar (US Regulatory)
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): April
15, 2021
Better World Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-39698
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85-2448447
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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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733 Third Avenue
New York, New York 10017
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (212) 450-9700
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))
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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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Units, each consisting of one share of Common Stock and one Redeemable Warrant
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BWACU
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The Nasdaq Stock Market LLC
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Common Stock, par value $0.0001 per share
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BWAC
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Common Stock for $11.50 per share
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BWACW
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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 (§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 7.01. Regulation FD Disclosure.
On April 12, 2021, the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission issued a statement entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff
Statement”). The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are
common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”)
such as Better World Acquisition Corp. (the “Company”). The Staff Statement reflects the Staff’s view that in many cases,
warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain
conditions are met.
The Company has not yet filed
its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”), and had expected to file the Form 10-K
on or prior to April 15, 2021, the extended deadline for the Form 10-K. However, the Company is evaluating the applicability and impact
of the Staff Statement on its financial statements to be included in the Form 10-K, including whether its public and private warrants
may be required to be accounted for as liabilities, rather than equity, in the Form 10-K. Because the Company needs additional time to
review these matters in detail and to discuss these matters with Marcum LLP, its independent registered public accounting firm, the Company
will be unable to file the Form 10-K on a timely basis, but is working diligently to file the Form 10-K as soon as practicable.
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.
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Better World Acquisition Corp.
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By:
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/s/ Rosemary L. Ripley
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Name:
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Rosemary L. Ripley
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Title:
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Chief Executive Officer
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Dated: April 15, 2021
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