Solid Power, Inc. current report, 28 May 2021

Full document

Business Context and Reporting Period

This Form 8-K concerns Decarbonization Plus Acquisition Corporation III, a special purpose acquisition company, rather than Solid Power, Inc. The report relates to a Nasdaq listing compliance matter arising from the delayed Form 10-Q for the quarter ended March 31, 2021. The reported event occurred on May 28, 2021; the filing was signed and furnished on June 4, 2021.

Key Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics. It reports only a filing delay associated with the accounting analysis of the company’s warrants.

Material Changes Versus the Prior Comparable Period

  • On May 28, 2021, Nasdaq notified the company that it was not in compliance with Nasdaq Listing Rule 5250(c) because it had not timely filed its Form 10-Q for the quarter ended March 31, 2021.
  • The delay followed the SEC staff’s April 12, 2021 statement regarding accounting and reporting considerations for warrants issued by special purpose acquisition companies.
  • The company filed the delayed Form 10-Q on June 4, 2021 and stated that it had regained compliance with Nasdaq listing requirements.

Guidance, Risks, Contingencies, and Unusual Items

  • The company stated that determining the appropriate warrant accounting treatment required a process that prevented timely completion of the quarterly report.
  • The filing reflects a compliance and reporting risk related to the accounting classification and reporting of SPAC warrants.
  • No financial guidance, operating outlook, material contingencies, or quantitative impact from the warrant analysis is provided.
  • The June 4 press release was furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act, except as otherwise specified.

Investor Verification Points

  • Verify the June 4, 2021 Form 10-Q filing and whether it fully resolved the Nasdaq deficiency.
  • Review the warrant accounting conclusions, classification, valuation, and any resulting restatements or financial statement impacts.
  • Confirm that the filing pertains to Decarbonization Plus Acquisition Corporation III and not directly to Solid Power, Inc.
  • Assess whether the delayed filing affected transaction timing, securities compliance, or the company’s proposed business combination.