Amended Current Report Filing (8-k/a)
10 Febbraio 2022 - 8:42PM
Edgar (US Regulatory)
0001841993
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Model Performance Acquisition Corp. (the "Company") is filing this Amendment No. 1 to its Current Report on this Form 8-K/A for the initial public offering date of April 12, 2021 (the "First Amendment"), as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 20, 2021 (the "Original Form 8-K") to amend and restate the Company's audited balance sheet and accompanying footnotes as of April 12, 2021 on Form 8-K, as further described below. This amended and restated report on Form 8-K/A is presented as of the filing date of the Original Form 8-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly, this Amendment No. 1 on Form 8-K/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed the Original Form 8-K. The Company is filing this First Amendment on Form 8-K/A to reflect a restatement of the Company's audited balance sheet as of April 12, 2021, to correct errors in the Company's classification of a portion of ordinary shares as permanent equity as further described below.
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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 15(d) of the
Securities Exchange Act of 1934
December 8, 2021
Date of Report (Date of earliest event reported)
Model Performance Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
British Virgin Islands
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001-40318
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n/a
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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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Cheung Kong Center,
58 Floor, Unit 5801
2 Queens Road Central
Central
Hong Kong
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n/a
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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: +852 9258 9728
N/A
(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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¨
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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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Ordinary Shares
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MPAC
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The Nasdaq Stock Market LLC
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Warrants
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MPACW
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The Nasdaq Stock Market LLC
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Units
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MPACU
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The Nasdaq Stock Market LLC
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Rights
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MPACR
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Explanatory Note
Model
Performance Acquisition Corp. (the “Company”) is filing this Amendment No. 1 to its Current Report on this Form 8-K/A for
the initial public offering date of April 12, 2021 (the “First Amendment”), as originally filed with the U.S. Securities and
Exchange Commission (the “SEC”) on May 20, 2021 (the “Original Form 8-K”) to amend and restate the Company’s
audited balance sheet and accompanying footnotes as of April 12, 2021 on Form 8-K, as further described below.
This
amended and restated report on Form 8-K/A is presented as of the filing date of the Original Form 8-K and does not reflect events occurring
after that date, or modify or update disclosures in any way other than as required to reflect the restatement as described below. Accordingly,
this Amendment No. 1 on Form 8-K/A should be read in conjunction with our filings with the SEC subsequent to the date on which we filed
the Original Form 8-K.
The
Company is filing this First Amendment on Form 8-K/A to reflect a restatement of the Company’s audited balance sheet as of April
12, 2021, to correct errors in the Company’s classification of a portion of ordinary shares as permanent equity as further described
below.
Background of Restatement
In
connection with the preparation of the Company’s previously issued financial statement as of April 12, 2021, the Company previously
classified a portion of ordinary shares 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. Thus,
the Company can only complete a merger and continue to exist as a public company if there are sufficient ordinary shares that do not redeem
at the merger and so it was deemed appropriate to classify the portion of its ordinary shares required to keep its shareholders’
equity above the $5,000,000 threshold as “shares not subject to redemption.”
Upon review of its financial
statement as of April 12, 2021, the Company reevaluated the classification of the ordinary shares. In accordance with Accounting
Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), subtopic 10, section
S99, redemption provisions not solely within the control of the Company require shares subject to redemption to be classified outside
of permanent equity. Upon re-evaluation ASC 480, management determined the ordinary shares issued during the initial public offering and
pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future
events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should
include all ordinary shares subject to possible redemption, resulting in the ordinary shares subject to possible redemption being classified
as temporary equity in its entirety.
This
First Amendment on Form 8-K/A sets forth the Original Form 8-K in its entirety, as amended to reflect the restatement. Among other things,
forward-looking statements made in the Original Form 8-K have not been revised to reflect events that occurred or facts that became known
to the Company after the filing of the Original Form 8-K, and such forward-looking statements should be read in their historical context.
The
following items have been amended as a result of the restatement:
Exhibit
No. 99.1, “Audited Balance Sheet as of April 12, 2021.”
In
accordance with applicable SEC rules, this First Amendment on Form 8-K/A includes an updated signature page and certifications of our
Chief Financial Officer as required by Rule 12b-15.
Refer
to Note 2, Restatement of Previously Issued Financial Statement of this Form 8-K/A for additional information and for the summary of the
accounting impacts of these adjustments to the Company’s balance sheet as of April 12, 2021.
Item 9.01. Financial Statements and Exhibits.
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: February 10,
2022
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MODEL PERFORMANCE ACQUISITION CORP.
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By:
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/s/ Serena Shie
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Name:
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Serena Shie
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Title:
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Chief Financial Officer
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