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 22~~December 16, ~~2021~~2022

KL Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware		001-39850		85-2734828
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

111 West 33rd Street

Suite 1910

New York, NY 10120

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 782-3482

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	KLAQU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	KLAQ	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	KLAQW	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.~~02.~~01 ~~Non-Reliance~~Entry oninto ~~Previously~~a ~~Issued~~Material ~~Financial~~Definitive ~~Statements~~Agreement.

InOn ~~connection~~December ~~with~~19, ~~the preparation~~2022, ofupon ~~its~~the ~~financial~~stockholders’ ~~statements~~approval as of ~~September~~the ~~30,~~Trust ~~2021,~~Amendment ~~the~~Proposal ~~management~~(as ofdefined below), KL Acquisition Corp, ~~a Delaware corporation~~ (the “Company”), inentered ~~consultation~~into ~~with its advisors, identified~~ an ~~error~~amendment ~~made in certain of its previously issued financial statements, arising from~~ (the ~~manner~~ in“Trust ~~which,~~Amendment”) asto of the ~~closing~~Investment ofManagement ~~the~~Trust ~~Company’s~~Agreement, ~~initial~~dated ~~public offering~~January 7, ~~the Company classified its Class A common stock subject~~2021, toby ~~possible~~and ~~redemption.~~between ~~The Company previously determined~~ the ~~value of such Class A common stock to be equal to the redemption value of such shares, after taking into consideration the terms of the~~ Company’s ~~Amended~~ and ~~Restated~~Continental ~~Certificate~~Stock ofTransfer ~~Incorporation,~~& ~~under which~~Trust ~~a redemption cannot result in net tangible assets being less than $5~~Company,~~000,001,~~ ~~and therefore classified its Class A common stock~~ as ~~permanent~~trustee ~~equity. Management has now determined~~(“Continental”), ~~after consultation with its advisors, that the Class A common stock underlying the units issued during its initial public offering can be redeemed or become redeemable subject~~ to ~~the~~change ~~occurrence of future events considered to be outside~~ the ~~Company’s control. Therefore, management has concluded that the redemption value of its Class A common stock subject~~date toon ~~possible redemption should reflect the possible redemption of all Class A common stock. As a result, management has noted a reclassification error related to temporary equity and permanent equity,~~ which ~~has~~Continental ~~resulted~~must incommence aliquidation ~~restatement~~ of the ~~initial~~trust ~~carrying~~account ~~value of~~ (the ~~Class A~~“Trust ~~common~~Account”) ~~stock~~established ~~subject~~in toconnection ~~possible redemption,~~ with the Company’s ~~offset~~initial ~~recorded~~public tooffering ~~additional paid-in capital~~ (to the ~~extent available~~“IPO”), ~~accumulated deficit~~to ~~and~~December ~~Class~~19, ~~A common stock~~2022.

OnA ~~November~~copy ~~22,~~of ~~2021,~~ the ~~Company’s~~ ~~audit~~Trust ~~committee concluded, after discussion with the Company’s management and its advisors, that the Company’s~~Amendment ~~audited~~is ~~balance~~attached ~~sheet~~ as ofExhibit ~~January 12, 2021, the Company’s unaudited condensed financial statements included in the Company’s Form~~ 10~~-Q for the quarterly period ended March 31, 2021 and its Form 10-Q for the quarterly period ended June 30, 2021 should no longer be relied upon due to the reclassification described above~~.1 ~~The Company plans~~ to ~~restate~~this ~~the~~Current ~~financial statements identified above in its upcoming Quarterly~~ Report on Form 108-~~Q for the quarterly period ended September 30~~K, ~~2021,~~which tois beincorporated ~~filed~~herein ~~with~~by ~~Securities and Exchange Commission~~reference.

~~The~~Item ~~Company~~3.01 ~~does~~Notice ~~not~~of ~~expect the~~Delisting ~~changes~~or ~~described~~Failure ~~above~~ to ~~have~~Satisfy ~~any~~a ~~impact~~Continued onListing ~~its~~Rule ~~cash position~~ or ~~the~~Standard; ~~balance~~Transfer ~~held~~of ~~in the trust account~~Listing.

~~The~~On December ~~Company’s~~16, ~~management has~~2022, ~~concluded~~upon ~~that~~the instockholders’ ~~light~~approval of the ~~classification~~Charter ~~error~~Amendment ~~described~~(as ~~above~~defined below), athe ~~material~~Board ~~weakness~~of ~~exists~~Directors in(the “Board”) of the Company’s ~~internal~~determined ~~control~~that if the Company has not consummated an initial Business Combination (as defined below), by December 19, ~~over~~2022 ~~financial~~(the ~~reporting~~“Amended ~~and~~Termination ~~that~~Date”), the Company’s ~~disclosure~~shall ~~controls~~(i) ~~and~~cease ~~procedures~~all ~~were~~operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, but not ~~effective~~more than ten business days after the Termination Date, redeem (the “Redemption”) 100% of the shares of Class A common stock, par value $0.0001 ~~The~~per share, of the Company’s ~~remediation~~(the “Class A Common Stock”), ~~plan~~included ~~with~~as ~~respect~~part toof ~~such~~the ~~material~~units ~~weakness~~sold isin ~~described~~the IPO, whether such shares were purchased in ~~more~~the ~~detail~~IPO or in the ~~upcoming~~secondary ~~Quarterly~~market ~~Report~~following onthe IPO ~~Form~~(including ~~10-Q~~shares ~~for~~sold pursuant to the ~~quarterly period~~underwriters’ ~~ended~~overallotment ~~September~~option, 30collectively, ~~2021.The~~the ~~Company’s~~“Public ~~management~~Shares”); and (iii) ~~audit~~as ~~committee~~promptly ~~have~~as ~~discussed~~reasonably possible following the ~~matters~~Redemption, ~~disclosed~~dissolve and liquidate, subject in ~~this~~each ~~Current~~case to the Company’s ~~Report~~obligations onunder ~~Form~~the ~~8-K~~Delaware ~~pursuant~~General Corporation Law to ~~this~~provide ~~Item~~for ~~4.02~~claims ~~with~~of ~~its~~creditors ~~independent~~and ~~registered~~other ~~public~~requirements ~~accounting~~of ~~firm~~applicable law.

~~SIGNATURE~~The Company has (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the anticipated Redemption, liquidation and dissolution; and (ii) requested that Nasdaq (A) suspend trading of the Company’s shares of Class A Common Stock, redeemable warrants to purchase shares of Class A Common Stock (the “Redeemable Warrants”) and units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant (the units, together with the Class A Common Stock and the Redeemable Warrants, the “Securities”) effective after the closing of trading on December 19, 2022, and (B) file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Securities has been suspended from trading on Nasdaq on December 16, 2022.

~~Pursuant~~Nasdaq filed toForm ~~the~~25 ~~requirements of~~with the ~~Securities~~SEC ~~Exchange~~on ~~Act~~December 16, 2022. The Company intends to file a Form 15 Certification and Notice of ~~1934,~~Termination of Registration with the ~~registrant~~SEC, ~~has~~requesting ~~duly~~that ~~caused~~the ~~this~~Company’s ~~report~~reporting toobligations beunder ~~signed~~Sections on13 ~~its~~and ~~behalf~~15(d) byof the ~~undersigned~~Exchange ~~hereunto~~Act be terminated ~~duly~~with ~~authorized~~respect to the Securities.

~~Dated:~~Item ~~November~~3.03 ~~22,~~Material ~~2021~~ Modification to Rights of Security Holders.

KLOn December 16, ~~Acquisition~~2022, ~~Corp~~stockholders ~~By:~~of ~~/s/~~the ~~Doug~~Company ~~Logigian~~approved ~~Name:~~an ~~Doug~~amendment ~~Logigian~~(the ~~Title~~“Charter Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to, among other things: ~~Chief~~(a) change ~~Executive~~the ~~Officer~~date (the “Original Termination Date”) by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”), or (ii) if the Company fails to complete such Business Combination by the Original Termination Date, cease all operations, except for the purpose of winding up, and, subject to and in accordance with the Charter, redeem all Public Shares. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on December 16, 2022.

The Charter Amendment changes the Original Termination Date from January 12, 2023 to such other date as shall be determined by the Board and publicly announced by the Company, provided that such date shall be no later than December 30, 2022 (such date, the “Amended Termination Date”).

A copy of the Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

In connection with the foregoing matters described in Items 3.01 and 3.03, on December 9, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Company’s special meeting of stockholders held on December 16, 2022 (the “Special Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (a) a proposal to approve the Charter Amendment (the “Charter Amendment Proposal”); (b) a proposal to approve the Trust Amendment to change the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date (the “Trust Amendment Proposal”); and (c) a proposal to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Charter Amendment Proposal and/or the Trust Amendment Proposal or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

Charter Amendment Proposal

Votes For				Votes Against				Abstentions
	27,164,068				40,653				0

Accordingly, the Charter Amendment Proposal was approved.

Trust Amendment Proposal

Votes For				Votes Against				Abstentions
	27,164,118				40,603				0

Accordingly, the Trust Amendment Proposal was approved.

Adjournment Proposal

Votes For				Votes Against				Abstentions
	27,145,773				58,948				0

Accordingly, the Adjournment Proposal was approved.

In connection with the approval and implementation of the Charter Amendment, the holders of 28,391,446 Public Shares exercised their right to redeem their shares for cash. Following such redemptions, 358,554 Public Shares remain outstanding. The final redemption amount is being calculated and the Company will amend this Current Report on Form 8-K with the final redemption price per share, as well as the aggregate redemption amount.

Item 8.01 Other Events.

The information set forth in Item 3.01 above of this Current Report on Form 8-K is incorporated by reference herein.

In the Redemption, the Public Shares will be redeemed at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such net interest to pay dissolution expenses) (the “Redemption Amount”), by (B) the total number of then outstanding Public Shares. The redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any). There will be no redemption rights or liquidating distributions with respect to the Redeemable Warrants, which will expire worthless upon the liquidation of the Company.

Following the redemptions in connection with the approval and implementation of the Charter Amendment, a total of 358,554 Public Shares were outstanding. The Company will amend this Current Report on Form 8-K with the total amount held in the Trust Account, the total Redemption Amount and the per-share Redemption Amount.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation
10.1		Amendment to the Investment Management Trust Agreement, dated as of December 19, 2022
99.1		Press Release dated December 20, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: December 20, 2022

KL Acquisition Corp

By:	/s/ Doug Logigian
	Name:	Doug Logigian
	Title:	Chief Executive Officer and Chairman

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