Current Report Filing (8-k)
June 14 2021 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 14, 2021
PTK ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39377
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84-2970136
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4601 Wilshire Boulevard
Los Angeles, California
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90010
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(Address of principal executive offices)
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(Zip Code)
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(213) 625-8886
Registrants 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 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:
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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 Warrant to acquire one-half of one share of Common Stock
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PTK.U
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NYSE American, LLC
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Common Stock, par value $0.0001 per share
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PTK
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NYSE American, LLC
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Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
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PTK WS
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NYSE American, 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 ☒
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 April 12, 2021, the Securities and Exchange Commission (the
SEC) released a public statement (the Public Statement) informing market participants that warrants issued by special purpose acquisition companies (SPACs) may require classification as a
liability of the entity measured at fair value, with changes in fair value each period reported in earnings. PTK Acquisition Corp. (the Company) has previously classified its private placement warrants (collectively, the
Private Placement Warrants) as equity. For a full description of the Companys warrants, please refer to the Companys final prospectus filed in connection with its initial public offering (IPO) on
July 15, 2020 (Final Prospectus).
Management of the Company and the Audit Committee of the Board of Directors of
the Company determined that the Companys previous audited balance sheet related to its IPO on July 15, 2020, its quarterly unaudited financial statements for the period through June 30, 2020 filed on Form 10-Q with the SEC on August 26, 2020, its quarterly unaudited financial statements for the period ending September 30, 2020 filed on Form 10-Q with the SEC on
November 16, 2020, and its audited financial statements for the period ending December 31, 2020 filed on the Companys Annual Report on Form 10-K (the Affected Periods)
should no longer be relied upon due to changes required for alignment with the SECs Public Statement. The SECs Public Statement discussed certain features of warrants issued in SPAC transactions that may be common
across many entities. The Public Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported
in earnings. Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed, the Company concluded the Private Placement Warrants do not meet
the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under ASC 815, under which the Company should record the Private Placement Warrants as liabilities on the Companys balance sheet. The
Company has discussed this approach with its independent registered public accounting firm, Marcum LLP, and intends to file an amendment to its Annual Report on Form 10-K for the year ended
December 31, 2020 filed with the SEC on April 1, 2021 (the Amended 10-K) reflecting this reclassification of the Private Placement Warrants for the Affected Periods. The Company
has worked diligently with an independent valuation expert to finalize the valuation of the Private Placement Warrants and will file the Amended 10-K as soon as practicable. The adjustments to the financial
statement items for the Affected Periods will be set forth through expanded disclosure in the financial statements included in the Amended 10-K, including further describing the restatement and its impact on
previously reported amounts.
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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Dated: June 14, 2021
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PTK ACQUISITION CORPORATION
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By:
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/s/ Peter Kuo
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Name:
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Peter Kuo
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Title:
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Chief Executive Officer
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