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 ~~November~~(Date of earliest event reported): September 15, ~~2021~~2022

Recharge Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39578		85-1873676
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 Main Street, Suite 201

Sarasota, Florida 34236

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (937) 610-4057

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-half of one Redeemable Warrant	RCHGU	The Nasdaq Stock Market LLC

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

Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	RCHGW	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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~November~~September 15, ~~2021 the audit committee of~~2022, ~~the board of directors of~~ Recharge Acquisition Corp. (the “Company”) ~~concluded,~~issued ~~after~~a ~~discussion~~press ~~with~~release ~~the Company’s~~announcing ~~management~~that ~~and~~due ~~with~~to the Company’s ~~independent registered public accounting firm, Marcum LLP,~~anticipated ~~(“Marcum”),~~inability ~~that~~to ~~(i)~~consummate ~~the~~an ~~Company’s~~initial ~~audited~~business ~~balance~~combination ~~sheet~~within ~~as of October 5, 2020 filed as Exhibit 99.1 to~~ the ~~Company’s~~ ~~Current~~time ~~Report~~period onrequired ~~Form~~by ~~8-K~~its ~~filed~~Amended ~~with the Securities~~ and ~~Exchange~~Restated ~~Commission~~Certificate of Incorporation (the “~~SEC~~Amended Charter”) ~~on October 9 2020~~, ~~(ii)~~ the Company’s ~~audited~~intends ~~financial~~to ~~statements~~dissolve asand ofliquidate ~~December 31, 2020 contained~~ in ~~the~~accordance ~~Company’s Annual Report on Form 10-K filed~~ with the ~~SEC~~provisions onof ~~March~~its ~~25,~~the Amended ~~2021,~~Charter ~~as amended on June 30, 2021~~ and ~~(iii)~~will ~~the~~redeem ~~Company’s~~all ~~unaudited financial statements as~~ of ~~March 31, 2021 contained in~~ the ~~Company’s~~outstanding ~~Quarterly~~shares ~~Report~~of onClass A ~~Form~~common ~~10-Q~~stock ~~filed~~that ~~with~~were ~~the~~included ~~SEC on July 13, 2021 and (iii) the Company’s unaudited financial statements as of June 30, 2021 contained~~ in the ~~Company’s~~units ~~Quarterly~~issued ~~Report~~in onits ~~Form~~initial ~~10-Q~~public ~~filed~~offering ~~with~~ (the ~~SEC~~“Public ~~on August 13~~Shares”), ~~2021,~~at ~~should~~a per-share redemption noprice ~~longer be relied upon due to the reclassification~~ of ~~all~~approximately ~~of the Company’s Class A common stock as temporary equity~~$10.12.

~~The~~As ~~Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation~~ of the ~~effectiveness~~close of ~~the design and operation of the Company’s disclosure controls and procedures.~~business ~~Based~~on ~~upon~~October ~~their evaluation~~5, ~~the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30~~2022, ~~2021, due to~~ the ~~material~~Public ~~weakness~~Shares inwill ~~analyzing~~be ~~complex~~deemed ~~financial instruments~~cancelled ~~including the proper accounting for warrants as liabilities~~ and ~~the~~will ~~proper~~represent ~~classification~~only ~~of redeemable shares of Class A common stock as temporary equity. In light of this material weakness,~~ the ~~Company~~right ~~performed additional analysis as deemed necessary~~ to ~~ensure~~ ~~that~~receive the ~~Company’s~~redemption ~~unaudited interim financial statements were prepared in accordance with U~~amount.S. generally accepted accounting principles. The Company reflected the restatements of the Company’s financial statements identified above in Note 2 of the financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on November 15, 2021 and accordingly, management believes that the financial statements included in such report present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.

~~SIGNATURE~~In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed by October 20, 2022.

~~Pursuant~~The toCompany’s sponsor ~~the~~has ~~requirements of~~agreed ~~the~~to ~~Securities~~waive ~~Exchange~~its ~~Act~~redemption ofrights ~~1934,~~with ~~the~~respect ~~registrant~~to ~~has~~its ~~duly~~outstanding ~~caused~~Class B ~~this~~common ~~report~~stock issued prior to bethe ~~signed~~Company’s initial onpublic ~~its~~offering ~~behalf~~and bythe Class A common stock contained in the ~~undersigned~~units ~~hereunto~~issued in a private placement concurrent with the initial ~~duly~~public ~~authorized~~offering.

~~Dated:~~There ~~November~~will 15be no redemption rights or liquidating distributions with respect to the Company’s warrants, ~~2021~~which will expire worthless.

~~Recharge~~A ~~Acquisition~~copy ~~Corp.~~of ~~By:~~the ~~/s/Anthony~~press release ~~Kenney~~is ~~Name:~~attached ~~Anthony~~hereto ~~Kenney~~as ~~Title:~~Exhibit ~~Chief~~99.1 ~~Executive~~and ~~Officer~~is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits

99.1		Press Release, dated September 15, 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.

	Recharge Acquisition Corp.

Dated: September 15, 2022	By:	/s/ Anthony Kenney
		Name:	Anthony Kenney
		Title:	Chief Executive Officer

Filing Compare · Recharge Acquisition Corp.