SEC Filing Summary: Rhapsody Acquisition Corp. (Form 8-K)
Business Context and Reporting Period
This Form 8-K was filed by Rhapsody Acquisition Corp. on August 5, 2008. The registrant is a Delaware corporation operating as a special purpose acquisition company (SPAC) required to consummate a business combination by October 3, 2008. The filing reports a change in certifying accountants and non-substantive amendments to the Code of Ethics.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. However, it references a prior audit report dated May 29, 2008, which included a "going concern" qualification. This qualification noted that the company's ability to continue as a going concern is dependent on consummating a business combination by the October 3, 2008 deadline.
Material Changes
- Dismissal of Accountant: On August 5, 2008, the company dismissed BDO Seidman, LLP as its independent registered public accounting firm.
- Engagement of New Accountant: On the same date, the company engaged Moss Adams LLP as its new independent auditors.
- Reason for Change: The change was made to engage the firm that has audited the annual financial statements of Primoris Services Corp, the target of a definitive merger agreement.
- Disagreements: The company reported no disagreements with BDO regarding accounting principles, practices, or audit scope during the period from inception (April 24, 2006) through August 5, 2008.
Outlook, Risks, and Management Commentary
The primary risk highlighted in the filing is the uncertainty regarding the company's ability to continue as a going concern if the business combination is not consummated by October 3, 2008. The previous audit report explicitly stated that financial statements did not include adjustments that might result from this uncertainty. The board of directors unanimously approved the change in accountants to align with the target company's auditor.
Investor Verification Checklist
- Verify the status of the definitive merger agreement with Primoris Services Corp and the likelihood of closing before the October 3, 2008 deadline.
- Confirm that the transition from BDO Seidman, LLP to Moss Adams LLP has been completed without undisclosed issues.
- Review the "going concern" disclosure in the most recent financial statements to assess liquidity risks.
- Check for any subsequent filings regarding the finalization of the merger or extension of the combination deadline.