12/03/2021 | Press release | Distributed by Public on 12/03/2021 15:31
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2021
FTAC HERA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)||
2929 Arch Street, Suite 1703
|(Address of principal executive offices)||(Zip Code)|
Registrant's telephone number, including area code: (215)701-9555
(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:
|☐||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))|
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 of this chapter) 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. ☐
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 Class A ordinary share and one-fourth of one redeemable warrant||HERAU||NASDAQCapital Market|
|Class A ordinary shares, par value $0.0001 per share||HERA||NASDAQCapital Market|
|Warrants, each whole warrant exercisable for one Class A ordinary share||HERAW||NASDAQCapital Market|
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(a) In connection with the preparation of FTAC Hera Acquisition Corp.'s (the "Company") financial statements as of September 30, 2021, the Company's management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company's initial public offering, the Company valued its Class A ordinary shares subject to possible redemption. The Company previously determined the value of such Class A ordinary shares to be equal to the redemption value of such Class A ordinary shares, after taking into consideration the terms of the Company's Amended and Restated Memorandum and Articles of Association, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the Class A ordinary shares underlying the units issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company's control. Therefore, management has concluded that the redemption value of its Class A ordinary shares subject to possible redemption should reflect the possible redemption of all Class A ordinary shares. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This has resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has determined it should restate its income per ordinary share calculation to allocate net income (loss) pro rata between the two classes of its ordinary shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.
On December 2, 2021, the audit committee of the board of directors of the Company (the "Audit Committee"), based on the recommendation of and after consultation with management, concluded that the Company's (i) audited balance sheet as of March 8, 2021 (the "Audited Affected Financials") filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 12, 2021, as amended as set forth in the Q-1 Unaudited Financials (as defined below), (ii) unaudited financial statements as of March 31, 2021 (the "Q-1 Unaudited Financials") contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on June 10, 2021, (iii) unaudited financial statements as of June 30, 2021 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021 (together with the Q-1 Unaudited Financials, the "Unaudited Affected Financials") and (iv) Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021, should no longer be relied upon due to the error described above. The Company intends to restate the error in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (to include restatements with respect to the Audited Affected Financials and the Unaudited Affected Financials) (the "Amended Form 10-Q"). Similarly, the related press releases, stockholder communications, investor presentations or other communications describing relevant portions of the Company's financial statements for these periods, should no longer be relied upon.
The Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account.
The Company's management has concluded that in light of the error and restatement 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 is described in more detail in the Amended Form 10-Q.
The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02(a) with the Company's independent accountant.
Item 9.01. Financial Statements and Exhibits.
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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: December 3, 2021||FTAC HERA ACQUISITION CORP.|
|By:||/s/ Daniel G. Cohen|
|Name:||Daniel G. Cohen|
|Title:||President and Chief Executive Officer|