Supernova Partners Acquisition Co III, Ltd. Units, each consisting of one Class AOrdinary Share, $0.0001 par value, and one-fifth of one redeemable warrant DC false 0001838361 0001838361 2021-11-14 2021-11-14 0001838361 us-gaap:WarrantMember 2021-11-14 2021-11-14 0001838361 stre:Class160AOrdinarySharesParValue0.0001PerShareMember 2021-11-14 2021-11-14 0001838361 stre:RedemptionOfWarrantsWhenPricePerShareOfClassACommonStockBelow0920Member 2021-11-14 2021-11-14

 

 

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

November 14, 2021

Date of Report (Date of earliest event reported)

 

 

Supernova Partners Acquisition Company III, Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Cayman Islands   001-40273   98-1574762

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

4301 50th Street NW

Suite 300, PMB 1044

Washington, D.C.

  20016
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (202) 918-7050

 

 

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:

 

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

 

Name of each exchange

on which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant   STRE.U   The New York Stock Exchange
Class A Ordinary Shares, par value $0.0001 per share   STRE   The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share   STRE WS   The 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 (§230.405) 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 Related Audit Report or Completed Interim Report.

The management of Supernova Partners Acquisition Company III, Ltd. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on March 25, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

Therefore, on November 14, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of March 31, 2021, as previously restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 16, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements included in the Q1 Form 10-Q and (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 6, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company has restated its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, (the “Q3 Form 10-Q”) filed with the SEC on November 16, 2021.

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.

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 steps the Company has taken to remediate such material weakness will be described in more detail in the Q3 Form 10-Q.

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 Marcum.


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.

Dated: November 16, 2021

 

SUPERNOVA PARTNERS ACQUISITION COMPANY III, LTD.
By:  

/s/ Michael S. Clifton

Name:   Michael S. Clifton
Title:   Chief Financial Officer
Supernova Partners Acqui... (NYSE:STRE)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Supernova Partners Acqui... Charts.
Supernova Partners Acqui... (NYSE:STRE)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Supernova Partners Acqui... Charts.