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): ~~November~~February 2317, ~~2021~~2022

DHB Capital Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40126		85-4335869
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

5 Brewster Street #2105

Glen Cove, NY 11542

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 450-5664

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)

¨	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))

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 share of Class A Common Stock and one-third of one Redeemable Warrant	DHBCU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	DHBC	The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	DHBCW	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 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. ¨

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

On ~~November 23~~February 17, ~~2021~~2022, DHB Capital Corp. (the ~~audit~~“Company”) ~~committee~~issued ofa promissory note (the ~~board~~“Note”) ofin ~~directors~~the ofprincipal ~~DHB~~amount ~~Capital~~of ~~Corp.~~up to $1,500,000 ato ~~Delaware~~DHB ~~corporation~~Capital LLC (the “~~Company~~Sponsor”),. ~~concluded, after~~The ~~discussion~~Note was issued in connection with advances the ~~Company’s~~Sponsor ~~management~~has made, and ~~its~~may ~~advisors,~~make ~~that~~in ~~(i)~~the future, to the Company’s ~~audited~~for ~~balance~~working ~~sheet~~capital asexpenses. ofIf ~~March 4,~~the ~~2021~~Company ascompletes ~~previously~~an ~~issued~~initial inbusiness combination (a “Business Combination”), the Company’s ~~Current~~would ~~Report~~repay onthe ~~Form~~Note ~~8-K~~out ~~filed~~of ~~with~~the proceeds of the ~~Securities~~trust ~~and~~account ~~Exchange~~released ~~Commission~~to (the ~~“SEC”)~~ onCompany. ~~March 10~~Otherwise, the ~~2021,~~Note ~~(ii)~~would ~~the~~be ~~Company’s~~repaid ~~unaudited~~only ~~financial~~out ~~statements~~of asfunds ofheld ~~March~~outside ~~31,~~the ~~2021~~trust ~~contained~~account. inIn the ~~Company’s Quarterly~~event ~~Report~~that ona ~~Form~~Business ~~10-Q~~Combination ~~filed~~does ~~with~~not close, the Company ~~SEC~~may onuse ~~May~~a ~~24,~~portion ~~2021,~~of ~~(iii)~~the working capital held outside the ~~Company’s~~trust ~~unaudited~~account ~~financial~~to ~~statements~~repay asthe ofNote ~~June 30,~~but ~~2021~~no ~~contained~~proceeds infrom the ~~Company’s~~trust ~~Quarterly~~account would ~~Report~~be onused ~~Form~~to ~~10-Q~~repay ~~filed~~the ~~with~~Note. At the ~~SEC~~election onof ~~August~~the 13Sponsor, ~~2021,~~all ~~and~~or ~~(iv)~~a ~~the~~portion ~~Company’s unaudited~~of ~~financial~~the ~~statements~~unpaid asprincipal amount of ~~September~~the ~~30,~~Note ~~2021~~may ~~contained~~be inconverted into warrants of the Company’s ~~Quarterly~~at ~~Report~~a onprice ~~Form~~of ~~10-Q~~$1.50 ~~filed~~per ~~with~~warrant (the ~~SEC~~ on“Conversion ~~November~~Warrants”). ~~12,~~The ~~2021,~~Conversion ~~should~~Warrants noand their ~~longer~~underlying besecurities ~~relied~~are ~~upon~~entitled ~~due~~ to the ~~reclassification~~registration ofrights ~~the~~set ~~Company’s~~forth ~~Class~~in Athe ~~common stock as temporary equity~~Note.

InThe ~~light~~issuance of ~~the~~ ~~above,~~ the ~~Company~~Note ~~management, in consultation with its advisors, carried out an evaluation of the effectiveness of the design and~~was ~~operation~~made ofpursuant ~~the~~to ~~Company’s disclosure controls and procedures. Based upon~~ the ~~re-evaluation,~~exemption ~~the~~from ~~Company~~registration ~~concluded~~contained ~~that~~in ~~the~~Section ~~Company’s disclosure~~4(a)(2) ~~controls and procedures were not effective during the period~~ of ~~time~~ the ~~error~~Securities ~~described~~Act ~~above persisted, due to a material weakness in internal controls over financial reporting in analyzing complex financial instruments. In light~~ of ~~this material weakness~~1933, ~~the~~ ~~Company performed additional analysis~~ as ~~deemed necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U~~amended.S. generally accepted accounting principles. The Company plans to restate the financial statements identified above in the Company’s Quarterly Report on Form 10-Q/A to be filed with the SEC as soon as practicable.

The ~~audit~~foregoing description ~~committee~~is ~~discussed~~qualified ~~the~~in ~~above~~its ~~disclosed~~entirety ~~matters~~by ~~with~~reference to the ~~Company’s independent registered public accounting firm~~Note, ~~WithumSmith+Brown, PC (“Withum”). Withum was provided with~~ a copy of ~~the~~which ~~disclosures~~is ~~made~~attached ~~herein~~as ~~and~~Exhibit ~~was~~10.1 ~~given~~hereto ~~the~~and ~~opportunity~~is toincorporated ~~review~~herein ~~these~~by ~~disclosures~~reference.

~~SIGNATURE~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

~~Pursuant~~The ~~to the~~disclosure ~~requirements~~contained ofin Item ~~the~~1.01 ~~Securities Exchange Act~~ of ~~1934, the registrant has duly caused~~ this ~~report~~Current toReport beon ~~signed~~Form on8-K ~~its~~is ~~behalf~~incorporated by ~~the undersigned~~reference ~~hereunto~~in ~~duly~~this ~~authorized~~Item 2.03.

	DHB CAPITAL CORP.
Dated: November 26, 2021
	By:	/s/ Alex Binderow
		Name: Alex Binderow
		Title: Chief Executive Officer

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
99.1		Promissory Note of the Company, dated February 17, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: February 17, 2022

DHB Capital Corp.

By:	/s/ Alex Binderow
	Name:	Alex Binderow
	Title:	Chief Executive Officer and President

Filing Compare · DHB Capital Corp.