Current Report Filing (8-k)
23 Março 2023 - 6:26PM
Edgar (US Regulatory)
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2023-03-22
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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
Date of Report (Date of earliest event
reported): March 22, 2023
SIZZLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41005 |
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85-3418600 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
4201 Georgia Avenue NW
Washington DC 20011
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (202) 846-0300
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:
☐ |
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)) |
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 |
Units, each consisting of one share of common stock and one half of one redeemable warrant |
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SZZLU |
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The Nasdaq Stock Market LLC |
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Common stock, par value $0.0001 per share |
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SZZL |
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The Nasdaq Stock Market LLC |
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Redeemable Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
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SZZLW |
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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 (§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.
Item 4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
March 22, 2023, the management of Sizzle Acquisition Corp., a Delaware corporation (the “Company”), in consultation
with its advisors, identified a material omitted disclosure in the Company’s previously issued financial statements as of September
30, 2022 contained in the Company’s Quarterly Report on Form 10-Q and filed with the SEC on November 10, 2022. The Company has determined
that it failed to disclose several material contracts with advisors in relation to the anticipated business combination.
On
March 22, 2023, the Company’s audit committee concluded, after discussion with the Company’s management and its advisors,
that the Company’s financial statements previously reported in the Form 10-Q should no longer be relied upon due to the omissions
described above.
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 and audit committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with its independent registered public accounting firm.
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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Sizzle Acquisition Corp. |
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By: |
/s/ Steve Salis |
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Name: |
Steve Salis |
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Title: |
Chief Executive Officer |
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Dated: March 23, 2023 |
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