Amended Current Report Filing (8-k/a)
February 25 2022 - 6:26AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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): February 24, 2022 (March 19, 2021)
Tech
and Energy Transition Corporation
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40198 |
|
83-0781939 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
125
W 55th St
New
York, New York |
|
10019 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(212)
231-1000
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 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 |
|
TETCU |
|
The
Nasdaq Stock Market LLC |
Shares
of Class A common stock included as part of the units |
|
TETC |
|
The
Nasdaq Stock Market LLC |
Redeemable
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 |
|
TETCWS |
|
The
Nasdaq Stock Market LLC |
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. ☐
EXPLANATORY
NOTE
Tech
and Energy Transition Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”)
to amend and restate the Company’s audited balance sheet as of March 19, 2021 that had been filed with the Company’s Current
Report on Form 8-K originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2021 (the “Original
8-K”). The audited balance sheet is being restated to reflect the classification of (i) the Company’s Class A common stock
as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480-10-S99 and (ii) the Company’s
private placement warrants and public warrants (collectively, the “warrants”) as a liability, in accordance with the SEC’s
April 12, 2021 public statement informing market participants that warrants issued by special purpose acquisition companies may need
to be classified as a liability as opposed to equity, and being measured at fair value, with changes in fair value reported each period
in earnings. The Company had previously classified a portion of its Class A common stock as permanent equity and its warrants as equity
within the Original 8-K.
On November 15, 2021, after discussion with Marcum LLP, the Company’s independent registered public accounting firm, the Company’s
audit committee and board of directors concluded that the Original 8-K should no longer be relied upon and is to be restated in order
to correct the classification errors. The correction of the aforementioned classification of the Class A common stock as temporary equity
and of the warrants as a liability are reflected in Exhibit 99.1 included with this Amendment. 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. The Company’s controls over financial
reporting did not provide for the proper classifications of the Class A common stock and the warrants within the Company’s financial
statements. As such, these represented material weaknesses in the Company’s internal controls.
Except as described above, this Amendment
does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Amendment
does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except
as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect
events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K, other than
as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with the SEC.
Item
9.01 Financial Statements and Exhibits.
| (d) | Exhibits.
The following exhibits are filed with this Form 8-K/A: |
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.
|
Tech
and Energy Transition Corporation |
|
|
|
Date: February
24, 2022 |
By: |
/s/
John Spirtos |
|
Name: |
John Spirtos |
|
Title: |
Chief Executive
Officer and President |
3
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