Current Report Filing (8-k)
January 31 2022 - 7:51AM
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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):
January 31, 2022
ONE EQUITY PARTNERS OPEN WATER I CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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001-39922
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85-2827264
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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c/o OEP Open Water I Holdings, LLC
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510 Madison Avenue, 19th Floor
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New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (212) 277-1500
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:
¨
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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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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant
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OEPW.U
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The Nasdaq Stock Market LLC
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Shares of Class A common stock included as part of the units
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OEPW
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The Nasdaq Stock Market LLC
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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
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OEPWW
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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.
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Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
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On
January 25, 2022, the audit committee of the board of directors (the “Audit Committee”) of One Equity Partners Open Water
I Corp. (the “Company”) concluded that due to a reclassification of the Company’s temporary and permanent equity, the
Company’s previously issued (i) audited balance sheet as of January 26, 2021 included in the Company’s Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2021 (the
“Audited Balance Sheet”), (ii) unaudited interim financial statements included in the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 22, 2021, (iii) unaudited interim
financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2021, filed with the SEC on August 16, 2021, and (iv) unaudited interim financial statements included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15,
2021 ((ii) through (iv) collectively, the “Affected Periods”), should no longer be relied upon. Since the Company’s
initial public offering (“IPO”), the Company has considered its Class A ordinary shares subject to possible redemption
to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration that a redemption
cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified
as temporary equity as part of net tangible assets. Upon further analysis, the Company’s management has determined that the Class A
ordinary shares issued in the IPO can be redeemed or become redeemable subject to the occurrence of future events considered outside
of the Company’s control. Therefore, the Company’s management concluded that the redemption value should include all Class A
ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal
to their redemption value.
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 IPO.
As such, the Company
plans to restate (i) its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q/A for the
quarterly period ended September 30, 2021 (the “Q3 Form 10-Q/A”) and (ii) the Audited Balance Sheet, each
to be filed with the SEC.
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 will be described in more detail in the Q3 Form 10-Q/A.
The Company’s management
and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K 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.
Dated: January 31, 2022
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ONE EQUITY PARTNERS OPEN WATER I CORP.
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By:
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/s/ Jessica Marion
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Name:
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Jessica Marion
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Title:
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Chief Financial Officer
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