UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~August 9, ~~2021~~ 2022

EQUITY DISTRIBUTION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39520	85-1876561
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. ~~EmployerIdentification~~Employer Identification Number)
Two North Riverside Plaza, Suite 600Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Two North Riverside Plaza, Suite 600

Chicago, Illinois

60606

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 466-4296

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	EQD.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	EQD	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	EQD WS	The New York Stock Exchange

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 ☒

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 47.0201. ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Disclosure.

On ~~November~~August 39, ~~2021~~2022, Equity Distribution Acquisition Corp. (the “Company”) ~~filed~~issued ~~its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included in Note 2, Revision of Previously Issued Financial Statements (“Note 2”),~~ a ~~discussion~~press ofrelease ~~the~~announcing ~~revision~~it towill aredeem ~~portion~~all of ~~the~~its ~~Company’s~~outstanding ~~previously~~shares ~~issued financial statements for the classification~~ of ~~its~~ Class A common stock, ~~subject~~effective ~~to redemption issued~~ as ~~part~~ of the ~~units~~close ~~sold~~of inbusiness ~~the Company’s initial public offering (“IPO”)~~ on September 1819, ~~2020. As described in Note 2~~2022, ~~upon~~because ~~its IPO,~~ the Company ~~classified a portion of the Class A common stock subject to redemption as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company~~ will not consummate ~~its~~an initial business combination ~~only~~within if the ~~Company~~time ~~has~~period ~~net~~required ~~tangible~~by ~~assets~~its ofAmended ~~at least $5,000,001. The Company re-evaluated the conclusion~~ and ~~determined~~Restated ~~that~~Certificate ~~the Class A common stock subject to redemption included certain provisions that require classification~~ of ~~the~~Incorporation. ~~Class~~ A ~~common~~copy ~~stock subject to redemption as temporary equity regardless~~ of the ~~minimum~~press ~~net~~release ~~tangible~~is ~~assets~~attached ~~required~~hereto toas ~~complete~~Exhibit ~~the Company’s initial business combination~~99.1 Asand ais ~~result,~~incorporated ~~the~~herein ~~Company corrected the error~~ by ~~revising all Class A common stock subject to redemption as temporary equity~~reference. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

~~Also~~The information in ~~Note~~this 2Item of7.01, ~~the~~and Q3Exhibit ~~Form~~99.1 ~~10-Q~~attached hereto, ~~in connection~~shall ~~with~~not ~~the~~be ~~change~~deemed in“filed” ~~presentation~~ for ~~the~~purposes ~~Class~~of Section A18 ~~common~~of ~~stock~~the ~~subject~~Securities toExchange ~~possible~~Act ~~redemption~~of 1934, ~~the~~as ~~Company~~amended ~~revised~~(the ~~its~~“Exchange ~~earnings~~Act”), ~~per~~or ~~share~~otherwise ~~calculation~~subject to ~~allocate~~the ~~income~~liabilities ~~and~~of ~~losses~~that ~~pro~~section, ~~rata~~nor ~~between~~shall ~~the~~it ~~two~~be ~~classes~~deemed ofincorporated ~~shares.~~by ~~This presentation~~reference ~~differs~~in ~~from~~any ~~the~~filing ~~previously~~under ~~presented~~the ~~method~~Securities Act of ~~earnings~~1933, ~~per~~as ~~share~~amended, ~~which~~or ~~was~~the ~~similar~~Exchange toAct, ~~the~~except ~~two-class~~as ~~method~~expressly set forth by specific reference in such filing.

AsItem described above, originally the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously issued financial statements in Note 2 to its Q3 Form 10-Q9.01. ~~However,~~Financial ~~upon~~Statements ~~further consideration of the material nature of the changes, the Company determined the change in classification of the Class A common stock subject to redemption~~ and ~~change to its presentation of earnings per share is quantitatively material and the Company should restate its previously issued financial statements~~Exhibits.

On December 9, 2021, the Company and the audit committee of the Company’s board of directors (the “Audit Committee”), after discussion with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued (i) audited balance sheet as of September 18, 2020, as previously restated in the Company’s Annual Report on Form 10-K/A as of December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (the “Form 10-K/A”), (ii) audited financial statements as of December 31, 2020 and for the period from July 7, 2020 (inception) through December 31, 2020, as previously restated in the Form 10-K/A, (iii) unaudited financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iv) unaudited financial statements included in Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 6, 2021, and (v) unaudited financial statements included in the Q3 Form 10-Q, filed with the SEC on November 3, 2021 (collectively, the “Affected Periods”), should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for all of the Affected Periods. As a result, the Company plans to restate its financial statements for all of the Affected Periods in a further amended Annual Report on Form 10-K (the “Amended Form 10-K”) and an amended Q3 Form 10-Q (the “Amended Q3 Form 10-Q”), as applicable, each of which the Company intends to file as soon as practicable. The Amended Form 10-K and Amended Q3 Form 10-Q will include restatements of the audited financial statements and the unaudited interim condensed financial statements for the Affected Periods.


Exhibit No.		Description

99.1		Equity Distribution Acquisition Corp. press release, dated August 9, 2022

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

~~The~~SIGNATURE ~~Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.~~

~~The~~Pursuant ~~Company~~to ~~has~~the ~~concluded~~requirements ~~that in light~~ of the ~~classification~~Securities ~~error~~Exchange ~~described~~Act ~~above~~of 1934, ~~a material weakness exists in~~ the ~~Company’s internal~~registrant ~~control~~has ~~over~~duly ~~financial~~caused ~~reporting~~this ~~for~~report ~~accounting for complex financial instruments during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect~~ to ~~such material weakness will~~ be ~~described~~signed inon ~~more~~its ~~detail~~behalf inby the ~~Amended~~undersigned Q3hereunto ~~Form~~duly ~~10-Q~~authorized.

~~The~~Dated: ~~Company~~August 9, ~~and the~~2022 ~~Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.~~

~~SIGNATURE~~EQUITY DISTRIBUTION ACQUISITION CORP. By: /s/ Philip Tinkler Name: Philip Tinkler Title: Chief Financial Officer

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 13, 2021

EQUITY DISTRIBUTION ACQUISITION CORP. By: /s/ Philip Tinkler Name: Philip Tinkler Title: Chief Financial Officer

Filing Compare · Equity Distribution Acquisition Corp.